BLUCORA, INC. (NASDAQ:BCOR) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement |
On May22, 2017, Blucora, Inc. (the Company or Blucora) and most
of its direct and indirect domestic subsidiaries (in their
capacity as guarantors) entered into a Credit Agreement (the
Credit Agreement) and ancillary agreements and documents
(collectively, with the Credit Agreement, the Credit Facility)
with Credit Suisse AG, Cayman Islands Branch, as Administrative
Agent and Collateral Agent (in such capacity, the Agent), and
each lender from time to time a party to the Credit Facility
(collectively, the Lenders).
Under the terms of the Credit Facility, the Company borrowed
$375,000,000 from certain of the Lenders on May22, 2017 in the
form of a term loan (the Term Loan). The Credit Facility also
includes a revolving credit facility with a commitment amount of
$50,000,000 (the Revolver) with certain of the Lenders. No
amounts were borrowed under the Revolver on May22, 2017. The
final maturity date of the Term Loan is May22, 2024 and the final
maturity date of the Revolver is May22, 2022.
The proceeds of the Term Loan will be used to (i)pay in full all
outstanding obligations under the Credit Agreement dated
December31, 2015 by and among TaxAct, Inc. and H.D. Vest, Inc.
(as the borrowers), TaxAct Holdings, Inc., certain of the direct
and indirect subsidiaries of TaxAct, Inc. and H.D. Vest, Inc., as
guarantors, Bank of Montreal, as Administrative Agent, and the
lenders party thereto that Blucora used to fund the acquisition
of H.D. Vest (the TaxAct – HD Vest 2015 Credit Facility),
(ii)redeem, on June5, 2017, all of the Companys then outstanding
convertible senior notes due 2019, and (iii)pay fees and expenses
associated with the Credit Facility. The remaining proceeds of
the Term Loan, if any, may be used for general corporate
purposes. Proceeds of the Revolver may be used for general
corporate purposes.
The outstanding principal balance of the Term Loan bears interest
at the applicable margin plus, at the Companys election, either
(a)the Eurodollar Rate (a LIBOR based interest rate index, as
defined in the Credit Agreement) or (b)the highest of (i)the rate
of interest determined by the Agent as its prime rate in effect
at its principal office in New York City, (ii)the federal funds
effective rate from time to time plus 0.50% per annum and
(iii)the 1-month Eurodollar Rate plus 1.00% per annum (the ABR).
The applicable margin for the Term Loan is (x)for Eurodollar Rate
Loans, 3.75% and (y)for ABR Loans, 2.75%.
The outstanding principal balance of the Revolver bears interest
at the applicable margin plus, at the Companys election, either
(a)the Eurodollar Rate or (b)the ABR. The applicable margin for
the Revolver is dependent on the Consolidated First Lien Net
Leverage Ratio (as defined in the Credit Agreement). The range of
the applicable margin for the Revolver is (x)for Eurodollar Rate
Loans, 2.75% to 3.25% and (y)for ABR loans, 1.75% to 2.25%. The
Company is required to pay a commitment fee on the undrawn
commitment under the Revolver in a percentage that is dependent
on the Consolidated First Lien Net Leverage Ratio that ranges
from 0.375% to 0.50%.
The Company is required to make payments in an amount equal to
all accrued interest on the Term Loan and the Revolver (a)as to
any Eurodollar Rate Loan, the last day of each applicable
interest period; provided that if any interest period for a
Eurodollar Rate Loan exceeds three months, the respective dates
that fall every three months after the beginning of such interest
period and (b)as to any ABR Loan, the last business day of each
March, June, September and December.
The Company is required to make principal amortization payments
on the Term Loan in equal quarterly installments payable on the
last business day of each calendar quarter (beginning on
September30, 2017), in an amount equal to 0.25% of the initial
principal balance of the Term Loan (the amount of principal
amortization payments may be reduced as a result of the
application of prepayments during the term of the Term Loan in
accordance with the order of priority set forth in the Credit
Agreement). In addition to the quarterly amortization payments,
all outstanding principal and interest on the Term Loan is
payable on the maturity date of May22, 2024.
The Company is required to pay all outstanding principal and
interest on the Revolver on the maturity date of May22, 2022.
As set forth in more detail in the Credit Agreement, the Company
is required to make mandatory prepayments on the Term Loan in the
event of certain specified events, including the generation of
consolidated Excess Cash Flow (as defined in the Credit
Agreement) by the Company. The Company may also prepay amounts
under the Term Loan, subject to certain restrictions and costs
specified in the Credit Agreement. As set forth in more detail in
the Credit Agreement, in the event that the Term Loans are
prepaid, refinanced, substituted or replaced in whole or in part
in connection with a transaction to which the Company or any of
its subsidiaries that are guarantors incur indebtedness with an
all-in yield that is less than that applicable to the Term Loan
on or before November22, 2017, or the Company enters into any
amendment to the Credit Agreement that reduces the all-in yield
on or before November22, 2017, the Company would be required to
pay a prepayment premium equal to 1.00% of the amount prepaid.
The Company may prepay and terminate the Revolver without
premium, subject to certain restrictions and costs specified in
the Credit Agreement.
The Credit Agreement contains the customary terms and conditions
that are applicable to the Company and its Restricted
Subsidiaries (as defined in the Credit Agreement), including, but
not limited to: (a)representations and warranties regarding
(i)financial condition, (ii)absence of any material adverse
effect and (iii)organizational and legal status and authority;
(b)affirmative covenants regarding (i)financial and collateral
reporting, (ii)payment of taxes and other obligations,
(iii)continuation of business and maintenance of existence and
rights, and (iv)maintenance of property and insurance; and
(c)negative covenants regarding (i)limitations on the incurrence
of debt, (ii)limitation on liens, (iii)limitation on changes in
nature of business, (iv)limitation on consolidation, merger,
sale, or purchase of assets, (v)limitation on advances,
investments, and loans, (vi)limitations on dividend,
distributions and other restricted payments and (vii)the maximum
Consolidated Total Net Leverage Ratio (as defined in the Credit
Agreement). The Credit Agreement also contains events of default
consistent with those customarily found in similar financings,
including, but not limited to, (i)non-payment of obligations,
(ii)inaccuracy of representations or warranties,
(iii)non-performance of covenants and obligations, (iv)default on
other material debt, (v)change of control and (vi)bankruptcy or
insolvency.
The foregoing description of the Credit Agreement and the Credit
Facility is a summary, does not purport to be a complete
description of the Credit Agreement or the Credit Facility, and
is qualified in its entirety by reference to the Credit
Agreement, a copy of which is filed as Exhibit10.1 and is
incorporated herein by reference.
On May23, 2017, the Company issued a press release regarding the
transactions contemplated by the Credit Agreement, a copy of
which is filed as Exhibit99.1.
Item1.02 Termination of Material Definitive
Agreement
In connection with the funding of the Credit Facility described
in Item1.01, all amounts outstanding under the TaxAct – HD Vest
2015 Credit Facility were paid in full.
Item2.03.Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant
The information
included in Item 1.01 of this Current Report on Form 8-K is also
incorporated by reference into this Item 2.03 of this Current
Report on Form 8-K.
| Item9.01. | Financial Statements and Exhibits |
|
Exhibit No. |
Description |
|
| 10.1 |
Credit Agreement, dated May22, 2017, among Blucora, Inc., as borrower, and most of its direct and indirect domestic subsidiaries, as guarantors, and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and each lender from time to time a party to the Credit Agreement |
|
| 99.1 | Press release dated May23, 2017 |
Safe
Harbor Statement Under the Private Securities and Litigation
Reform Act
This report
contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Actual results may differ
significantly from managements expectations due to various risks
and uncertainties including, but not limited to: risks associated
with the Companys strategic transformation and the successful
execution of its strategic initiatives, operating plans and
marketing strategies; general economic, political, industry, and
market conditions; the Companys ability to attract and retain
productive advisors; the Companys ability to successfully make
technology enhancements and introduce new products and services;
information technology and cybersecurity risks; the effect of
current, pending and future legislation, regulation and
regulatory actions, such as the new Department of Labor rule and
any changes in tax laws; dependence on third parties to
distribute products and services; litigation risks; the Companys
ability to hire, retain and motivate key employees; the Companys
ability to protect its intellectual property; and financing
risks, including risks related to the Companys debt obligations.
A more detailed description of these and certain other factors
that could affect actual results is included in the Companys
filings with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. The
Company undertakes no obligation to update any forward-looking
statements to reflect events or circumstances after the date of
this report.
About BLUCORA, INC. (NASDAQ:BCOR)
Blucora, Inc. is a provider of technology-enabled financial solutions to consumers, small business owners and tax professionals. The Company operates through two segments: the Wealth Management, which consists of the HD Vest, Inc. (HD Vest) business, and the Tax Preparation, which consists of the TaxAct, Inc. (TaxAct) business. Its Wealth Management segment distributes products and services through financial advisors. HD Vest provides financial advisors with an integrated platform of brokerage, investment advisory and insurance services to assist in making each financial advisor a financial service center for his/her clients. Its Tax Preparation segment provides digital do-it-yourself tax preparation solutions for consumers, small business owners and tax professionals. TaxAct provides digital tax preparation solutions. It also offers a range of tax preparation solutions and online lead generation capabilities to enable the filing of over 60 million federal consumer tax returns. BLUCORA, INC. (NASDAQ:BCOR) Recent Trading Information
BLUCORA, INC. (NASDAQ:BCOR) closed its last trading session up +0.15 at 21.00 with 720,229 shares trading hands.