INSTRUCTURE HOLDINGS, INC. : conclusion of a material definitive agreement, termination of a material definitive arrangement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, financial statements and supporting documents (form 8 -K)

Item 1.01 Conclusion of a Material Definitive Agreement

Credit agreement

On October 29, 2021, Instructure Holdings, Inc. (the "Company") and certain of
its subsidiaries entered into a credit agreement (the "Credit Agreement") with
JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named
therein, governing the Company's senior secured credit facilities (the "Senior
Secured Credit Facilities"), consisting of a $500.0 million senior secured term
loan facility (the "Senior Term Loan") and a $125.0 million senior secured
revolving credit facility (the "Senior Revolver"). The proceeds from the new
Senior Secured Credit Facilities will be used, in addition to cash on hand,
(1) to refinance, in full, all existing indebtedness under the Credit Agreement,
dated as of March 24, 2020, by and among Instructure Intermediate Holdings III,
LLC, Instructure Holdings, LLC and certain of its subsidiaries, Golub Capital
Markets LLC, as administrative agent, and the lenders named therein (the
"Refinancing"), (2) to pay certain fees and expenses incurred in connection with
the entry into the Credit Agreement and the Refinancing, and (3) to finance
working capital needs of the Company and its subsidiaries for general corporate
purposes.

The Senior Term Loan has a seven-year maturity and the Senior Revolver has a
five-year maturity. The Credit Agreement provides that the Company may make one
or more offers to the lenders, and consummate transactions with individual
lenders that accept the terms contained in such offers, to extend the maturity
date of the lender's term loans and/or revolving commitments, subject to certain
conditions, and any extended term loans or revolving commitments will constitute
a separate class of term loans or revolving commitments.

All of the Company's obligations under the Senior Secured Credit Facilities are
guaranteed by the subsidiary guarantors named therein (the "Subsidiary
Guarantors"). Pursuant to (1) the Security Agreement, dated as of October 29,
2021, among the Company, the Subsidiary Guarantors and JPMorgan Chase Bank,
N.A., as administrative agent, and (2) the Guaranty, dated as of October 29,
2021, among the Company, the Subsidiary Guarantors and JPMorgan Chase Bank, N.A.
as administrative agent, subject to certain exceptions, the obligations under
the Senior Secured Credit Facilities are secured by a pledge of 100% of the
capital stock of certain domestic subsidiaries owned by the Company and a
security interest in substantially all of the Company's tangible and intangible
assets and the tangible and intangible assets of each Subsidiary Guarantor.

The Senior Revolver includes borrowing capacity available for letters of credit.
Any issuance of letters of credit will reduce the amount available under the
Senior Revolver. Upon closing, there were no borrowings drawn under the Senior
Revolver.

At the Company's option, the Company may add one or more new term loan
facilities or increase the commitments under the Senior Revolver or request to
add one or more series of junior lien term loans or notes, subordinated term
loans or notes or senior unsecured term loans or notes in an unlimited amount so
long as certain conditions, including compliance with the applicable financial
covenants for such period (on a junior or unsecured basis), in each case on a
pro forma basis, are satisfied.

Borrowings under the Senior Secured Credit Facilities bear interest at the
Applicable Rate, plus, at the Company's option: (i) a Base Rate equal to the
greater of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest
in effect for such day as publicly announced from time to time by the
administrative agent as its "prime rate," (c) a Eurocurrency Rate for such date
plus 1.00% and (d) 1.00%; or (ii) the Eurocurrency Rate (provided that the
Eurocurrency Rate applicable to the Senior Term Loan shall not be less than
0.50% per annum) as set forth below.

The Applicable Rate for the Senior Term Loan and the Senior Revolver are as
follows:



     •    A percentage per annum equal to, with respect to the Senior Term Loan,
          2.75% per annum for Eurocurrency Rate Loans and 1.75% per annum for Base
          Rate Loans.

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  •   A percentage per annum equal to, with respect to the Senior Revolver:




                                                                                                        Eurocurrency Rate
                                                                                                        Loans, SONIA Loans
                                Consolidated First                                                      and Alternative
                                Lien Net Leverage                                                       Currency Term Rate
Pricing Level                   Ratio                                                                   Loans                           Base Rate Loans
1                               Greater than 2.00:1.00                                                  2.50%                           1.50%
2                               Equal to or less than 2.00:1.00 and greater than 1.00:1.00              2.25%                           1.25%
3                               Equal to or less than 1.00:1.00                                         2.00%                           1.00%


The Company is also required to pay an unused commitment fee to the lenders
under the Senior Revolver at the Applicable Commitment Fee (as set forth below)
of the average daily unutilized commitments. The Company must also pay customary
letter of credit fees, including a fronting fee as well as administration fees.



Pricing   Consolidated First Lien Net Leverage
Level     Ratio                                                        Applicable Commitment Fee
1         Greater than 2.00:1.00                                       0.50%
2         Equal to or less than 2.00:1.00 and greater than 1.00:1.00   0.45%
3         Equal to or less than 1.00:1.00                              0.40%


The Credit Agreement requires the Company to make mandatory prepayments, subject
to certain exceptions, with: (i) 50% of excess cash flow, subject to certain
exceptions and thresholds; provided, that the prepayment percentage may be
reduced to 25% or 0% based on the Company's Consolidated First Lien Net Leverage
Ratio, (ii) 100% of net cash proceeds of all non-ordinary course assets sales or
other dispositions of property or casualty events, subject to certain exceptions
and thresholds; provided, that the prepayment percentage may be reduced to 50%
or 0% based on the Company's Consolidated First Lien Net Leverage Ratio, and
(ii) 100% of the net cash proceeds of any debt incurrence, other than debt
permitted under the Credit Agreement. Commencing June 30, 2022, the Company is
required to repay the Senior Term Loan portion of the Senior Secured Credit
Facilities in quarterly principal installments of 0.25% of the aggregate
original principal amount of the Senior Term Loan at closing, with the balance
payable at maturity.

The Credit Agreement contains a financial covenant solely with respect to the
Senior Revolver. If the outstanding amounts under the Senior Revolver exceed 35%
. . .


Item 1.02 Termination of a Material Definitive Agreement

The information set out in section “Section 1.01 Entry into a Material Definitive Agreement” with respect to refinancing is incorporated in this section 1.02 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet disposition of a registrant

The information set forth under “Section 1.01 Entering into a Material Definitive Agreement” relating to the Senior Secured Credit Facilities is incorporated in this Section 2.03 by reference.

Item 9.01 Financial statements and supporting documents

(d) Exhibitions.

The following exhibits are furnished as part of this Current Report on Form 8-K:



Exhibit
Number                                    Description

10.1*          Credit Agreement, dated as of October 29, 2021, by and among
             Instructure Holdings, Inc. and certain of its subsidiaries, JPMorgan
             Chase Bank, N.A., as administrative agent, and the lenders named
             therein.

104          Cover Page Interactive Data File - the cover page iXBRL tags are
             embedded within the Inline XBRL document.



* The exhibits and annexes have been omitted in accordance with Article 601 (a) (5) of

SK Regulations and will be provided in addition to the Titles

and Foreign exchange commission on demand.

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