CCC INTELLIGENT SOLUTIONS HOLDINGS INC. : conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a holder, disclosure of FD settlement, financial statements and supporting documents (Form 8-K)

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ARTICLE 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

At September 21, 2021, CCC Intelligent Solutions Inc. (the “Company”), an indirect wholly owned subsidiary of CCC Intelligent Solutions Holdings Inc., as well as some of its subsidiaries acting as guarantors (the “guarantor subsidiaries”) and Cypress Intermediate Holdings II, Inc. (“Holdings” acting as principal guarantor (with the subsidiary guarantors, the “guarantors”), entered into a credit agreement, dated September 21, 2021 (the “Credit Agreement”), by and between the Company, Holdings, Bank of America, NA. (“Bank of America“), as Administrative Agent, Guarantee Agent and Swingline Lender, and each lender and issuing bank from time to time (the” Lenders “).

The Credit Agreement replaces the Senior Credit Agreement dated
April 27, 2017 (the “2017 Credit Agreement”), by and between the Company, Holdings, Jefferies Finance LLC as administrative agent, guarantee agent and lender Swingline and each lender and issuing bank from time to time a party thereto.

Under the terms of the credit agreement, the lenders agree to extend credit to the company in the form of (i) term loans B in an aggregate principal amount equal to
$ 800,000,000 (the “B term loans”) and (ii) a revolving credit facility in an aggregate principal amount of $ 250,000,000 (the “Revolving Credit Facility” and, together with B Term Loans, the “Credit Facilities”) available in US dollars, euros and pounds sterling. At closing, the full amount of the B term loans was drawn and the revolving credit facility was unused. The revolving credit facility contains a letter of credit facility.

The credit facilities, together with cash on hand, were used to refinance all term loans and revolving credit facility amounts outstanding under the 2017 credit agreement and to pay the fees and expenses of the transaction.

B term loans mature on September 21, 2028. B Term Loans are repayable in quarterly installments equal to $ 2,000,000, the balance being payable at maturity.

The revolving credit facility matures on September 21, 2026.

Borrowings under the credit facilities bear interest at rates based on the ratio of the senior consolidated net debt of the Company and its subsidiaries to the consolidated EBITDA of the Company and its subsidiaries for the applicable periods specified in the Credit Facilities (the “Senior Net Leverage Ratio”). The annual interest rate applicable to loans under the Credit Facilities will be based on a fluctuating interest rate equal to the sum of an applicable rate and , at the option of the Company from time to time, either:

(1) a base rate determined by reference to the higher of (a) the last rate quoted by the the Wall Street newspaper as “prime rate”, (b) the effective federal funds rate plus 0.50%, (c) one-month LIBOR plus 1.00% and (d) for term B loans, 1.50% and with regard to the revolving credit Facility, 1.00%, or

(2) a euro currency rate determined by reference to LIBOR (other than as regards the euro, the Euribor and as regards the pound sterling, the SONIA) with a term chosen by the Company, d ” one, three or six months (subject to (x) in the case of term loans, a floor of 0.50% per annum and (y) in the case of revolving loans, a floor of 0.00% per annum year).

The Revolving Credit Facility and Swingline Loans (which must be at prime rate) have applicable rates equal to:

(1) 1.50%, for base rate loans, and 2.50%, for LIBOR (or Euribor or SONIA) loans, if the First Lien Net Leverage Ratio is greater than 2.50: 1.00 ,

(2) 1.25%, for base rate loans, and 2.25%, for LIBOR (or Euribor or SONIA) loans, if the First Lien Net Leverage Ratio is less than or equal to 2.50: 1 , 00 but greater than 2.00: 1.00, and

(3) 1.00%, for base rate loans, and 2.00%, for LIBOR (or Euribor or SONIA) loans, if the First Lien Net Leverage Ratio is less than or equal to 2.00: 1 , 00.

B term loans have applicable rates equal to:

(1) 1.50%, in the case of base rate loans, and 2.50%, in the case of LIBOR loans, if the First Lien Net Leverage Ratio is greater than 2.50: 1.00, and

(2) 1.25%, for base rate loans, and 2.25%, for LIBOR (or Euribor or SONIA) loans, if the First Lien Net Leverage Ratio is less than or equal to 2.50: 1 , 00.

The Company shall pay the Administrator a quarterly commitment fee based on the product of (i) the applicable rate as described below and (ii) the average daily amount of unused renewable commitments. The Company must also pay the L / C issuer fees based on the amount available to be drawn under such letters of credit.

The rate applicable under the terms of the credit facilities with respect to the commitment fee described in the preceding paragraph is equal to (x) 0.50% if the senior net leverage ratio is greater than 2.50: 1, 00, (y) 0.375% if the Net leverage ratio is less than or equal to 2.50: 1.00 but greater than 2.00: 1.00, and (z) 0.25% if the leverage ratio first net is less than or equal to 2.00: 1.00.

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The credit agreement is subject to substantially the same affirmative and negative covenants and events of default as the 2017 credit agreement, subject to certain exceptions and thresholds set out in the credit agreement. The Credit Facilities are secured by substantially the same collateral as the collateral that secured the obligations under the 2017 Credit Agreement, subject to certain exceptions and thresholds.

The foregoing is a summary of the terms of the Credit Agreement and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached as Exhibit 10.1, and is incorporated by reference herein. .

The Credit Agreement has been included as an attachment to this current report on Form 8-K to provide you with information regarding its terms. The Credit Agreement contains representations and warranties that the parties to it have made to the other parties on specified dates. The representations in the representations and warranties of the Credit Agreement have been made solely for the purposes of the contract between the respective parties, and each may be subject to important reservations and limitations agreed to by the parties in the course of negotiating the terms. of it. In addition, some of these representations and warranties may not be accurate or complete as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders, or may have been used for the purpose of allocating risk between the parts. rather than establishing things as facts.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A HOLDER.

Credit agreement

As indicated in point 1.01 above, the September 21, 2021, the Company, Holdings,
Bank of America and the lenders have entered into the credit agreement, which provides for B-term loans of an aggregate principal amount equal to $ 800,000,000
and the revolving credit facility in an aggregate principal amount equal to
$ 250,000,000.

The description of the material terms of the Credit Agreement in Section 1.01 is incorporated by reference into this Section 2.03, and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is attached hereto. as Exhibit 10.1, and is incorporated herein by reference.

Article 7.01. FD Regulation Disclosure

At September 23, 2021, the Company issued a press release announcing the closing of the new senior secured credit facility. A copy of the press release is provided attached as Exhibit 99.1 and incorporated here by reference.

Information provided herein in accordance with Section 7.01 of this current report, including Exhibit 99.1, will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act ”), or otherwise subject to the requirements of that section, and shall not be incorporated by reference in any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date of this current report, regardless of any general incorporation by reference in such filing, unless expressly stated otherwise in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND PARTS.

(d) Exhibits



Exhibit Number                                  Description

10.1                     Credit Agreement, dated September 21, 2021

99.1                     Press release, dated September 23, 2021

104                    Cover Page Interactive Data File (embedded within the Inline
                       XBRL document)

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