DEFINITIVE HEALTHCARE CORP. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a holder, other events, financial statements and exposures (Form 8-K)

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Item 1.01 Conclusion of a Material Definitive Agreement

At September 17, 2021 (the “Closing Date”), Definitive Healthcare Holdings, LLC, a Delaware limited liability company (“DHH”), indirect subsidiary of
Definitive Healthcare Corp., a Delaware (the “Company”), entered into a credit agreement (the “DHH Credit Agreement”), dated September 17, 2021, with Bank of America, NA., as administrative agent, the lenders who are parties to it and the other parties designated therein.

The DHH credit agreement provides for (i) a $ 275 million term loan A facility (the “Term Facility”) and (ii) a $ 75 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facility, collectively, the “Facilities”), the proceeds of which have been used to repay the remaining portion of the debt outstanding under the Agreement credit, dated
July 16, 2019, by and between DHH, the lenders party thereto and Owl Rock Capital Corporation, as administrative agent, and to pay related fees and expenses.

The borrowings under the Term Facility and the Revolving Credit Facility mature on
September 17, 2026. Installations are warranted, subject to the usual exceptions, by all restricted domestic subsidiaries wholly owned by DHH and
Buyer AIDH, LLC, a Delaware limited liability company and the direct parent company of DHH (“Holdings”), and are secured by associated collateral agreements which secure a lien on substantially all of DHH’s assets, including fixed and intangible assets, and the assets of the guarantors, in each case, subject to customary exceptions.

The term facility is subject to principal amortization, payable in quarterly installments on the last day of each fiscal quarter, commencing on December 31, 2021 (the “original amortization date”), equal to approximately 2.5% of the principal amount of term loans in the first year after the initial amortization date, 2.5% of the principal amount of the loans term in the second year following the initial amortization date, 5.0% of the principal amount of term loans during the third year following the initial amortization date, 5.0% of the principal amount of the term loans term in the fourth year following the initial amortization date and 5.0% of the principal amount of term loans during the fifth year following the initial amortization date. The remaining initial aggregate advances under the Term Facility are payable upon maturity of the Term Facility.

The Term Facility and the Revolving Credit Facility bear interest at rates based, at DHH’s choice, i.e. (i) on the base rate plus a margin of between 75 and 125 basis points depending on the leverage ratio total net of DHH and its subsidiaries on a consolidated basis (the “Total Net Leverage Ratio”) and (ii) the LIBO rate plus a margin of between 175 and 225 basis points according to the Total Net Leverage Ratio. Until delivery under DHH’s Credit Agreement of the financial statements for the third full fiscal quarter ending after the balance sheet date, the Term Facility and the Revolving Credit Facility bear interest, at DHH’s option, being ( i) at the base rate plus a margin of 125 basis points or (ii) the LIBO rate plus a margin of 225 basis points. In addition, DHH will pay an unused commitment fee of between 25 and 30 basis points on the undrawn commitments under the revolving credit facility, also based on the total net leverage ratio.

Under DHH’s credit agreement, DHH (and in certain circumstances, Holdings) and its restricted subsidiaries are subject to customary negative and financial covenants, and to events of default for such facilities (with terms of usual grace, if any, and lender remedies).

The foregoing description of the DHH Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Full Text of the DHH Credit Agreement, which is filed as Exhibit 10.1 attached. and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set out in section 1.01 is incorporated by reference into this section 2.03.

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Article 8.01 Other events

At September 20, 2021, the Company announced that the September 17, 2021 it had completed its initial public offering of 17,888,888 Class A common shares, which included the full exercise by the underwriters of their option to purchase up to 2,333,333 additional shares of its Class A common shares, at an initial public offering price of $ 27.00 per share. The Company will use the net proceeds from the sale of shares for sale as set out in the prospectus for the offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents

(d) Exhibitions


10.1      Credit Agreement, dated as of September 17, 2021, by and among
        Definitive Healthcare Holdings, LLC, the lenders party thereto and the
        other parties specified therein and Bank of America, N.A., as
        administrative agent.

99.1      Press Release, dated September 20, 2021.

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

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