QUOTIENT TECHNOLOGY INC. : Conclusion of a material definitive agreement, creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, financial statements and supporting documents (Form 8-K)

Item 1.01 Conclusion of a Material Definitive Agreement.

At November 17, 2021, Quotient Technology Inc. (the “Company”), as borrower, and certain subsidiaries of the Company, as guarantors, have entered into a loan, guarantee and guarantee agreement (the “ABL Credit Agreement”; the terms in capital letters used herein and not defined otherwise will have the definitions given to such term in the ABL credit agreement) with Bank of America, NA., a national banking association, and certain other financial institutions which are sometimes parties to it (collectively, the “Lenders”).

The ABL Credit Agreement provides for an asset-based revolving credit facility in the aggregate amount of $ 100 million and a sub-limit for letters of credit of
$ 10 million (the “ABL Facility”), which expires on November 17, 2026, with a spring maturity 91 days before the maturity of the outstanding 1.75% Senior Convertible Bonds of the Company maturing in 2022 (the “Bonds”), unless (i) the Bonds are (x) redeemed in full or converted into shares at least 91 days before the maturity of the Notes or (y) refinanced and / or extended until a date which is at least 91 days after the maturity date of the ABL Facility; or (ii) at any time during the 91 day period preceding the maturity of the Notes, (x) the Company has sufficient unallocated cash and cash equivalents and availability under the Facility. ABL (subject to a ceiling of $ 50 million for the purposes of this calculation) to fully repay the tickets, (y) the availability under the ABL facility is at least the greater of the following values: (1) $ 15 million and (2) 20% of the Borrowing Base, and (z) no event of default will have occurred or will continue. Amounts borrowed and repaid under the ABL facility may be re-borrowed at a later date.

Under the terms of the ABL Credit Agreement, borrowings under the ABL Facility will initially bear interest at a rate equal, for BSBY Loans, to the BSBY Rate plus the Applicable Margin or, for Base Rate Loans, the Base Rate. plus the Applicable Margin. The Applicable Margin is determined based on the average daily borrowing availability and is shown in the table below:

            Level    Average Daily Availability    Base Rate Loan    BSBY Loan
              I      > 50% of the Borrowing Base        0.25%          1.25%
              II     < 50% of the Borrowing Base       0.375%         1.375%

Under the ABL Credit Agreement, the amounts available for advances would be subject to a borrowing basis, which is a formula based on certain eligible receivables and reserves. The funds provided under the ABL Credit Agreement will be used by the Company to finance working capital and other general corporate purposes.

All obligations under the ABL Credit Agreement are guaranteed by the guarantors. The ABL Credit Agreement is secured by a first lien on all accounts receivable and other related assets of the Company and the guarantors. The obligations of Lenders under the ABL Facility will terminate and outstanding borrowings under the ABL Facility will mature on the fifth anniversary of the closing of the ABL Facility or earlier as described above.

ABL’s credit agreement includes borrowing terms, representations and guarantees, positive and negative covenants and events of default customary for financing of this type and size. ABL’s credit agreement requires the Company to maintain a minimum fixed charge coverage ratio at all times. The ABL credit agreement limits the ability of the Company and its subsidiaries to, among other things, incur additional debt, create liens on assets, pay dividends or make certain restricted payments, make certain sales of assets and merge, consolidate and / or sell or dispose of certain assets.

The description of the ABL Credit Agreement is qualified in its entirety by the copy thereof, which is attached as Exhibit 10.1 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 above is incorporated by reference into this section 2.03

Item 9.01 Financial statements and supporting documents.

(d) Exhibitions

10.1 ABL credit agreement dated November 17, 2021.

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