BLUCORA, INC. (NASDAQ:BCOR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement
On November28, 2017, Blucora, Inc. (the "Company" or “Blucora”) and most of its direct and indirect domestic subsidiaries (in their capacity as guarantors and referred to herein as the “Guarantors”) entered into the First Amendment (the "First Amendment") with Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent (in such capacity, the "Agent"), and each lender party to the First Amendment (collectively, the "Lenders"). The First Amendment amended the Credit Agreement (the "Credit Agreement") dated May22, 2017, entered into among Blucora, the Guarantors, the Agent and the lenders party to the Credit Agreement.
Under the terms of the First Amendment, Blucora obtained refinancing term loans (the "Refinancing Term Loans") to refinance in full all term loans outstanding under the Credit Agreement immediately prior to the effectiveness of the First Amendment, which was $350,000,000 (the “Existing Term Loans”), with the proceeds of the Refinancing Term Loans. With the exception of the interest rate, the Refinancing Terms Loans have the same terms as the Existing Term Loans, which were described on a Current Report on Form 8-K that was filed by the Company with the Securities and Exchange Commission on May 23, 2017. Under the Existing Term Loans, the applicable margin was 3.75% for Eurodollar Rate Loans and 2.75% for ABR Loans. Under the Refinancing Term Loans, the applicable margin is 3.0% for Eurodollar Rate Loans and 2.0% for ABR Loans. Blucora will pay fees and expenses associated with the First Amendment.
Consistent with the Credit Agreement, the Company may prepay amounts under the Refinancing Term Loans, subject to certain restrictions and costs specified in the Credit Agreement. As set forth in more detail in the Credit Agreement as amended by the First Amendment, in the event that the Refinancing 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 Refinancing Term Loans on or before six months from November 28, 2017, or the Company enters into any amendment to the Credit Agreement that reduces the all-in yield on or before six months from November 28, 2017, the Company would be required to pay a prepayment premium equal to 1.00% of the amount prepaid.
The foregoing description of the First Amendment is a summary, does not purport to be a complete description of the terms of the First Amendment, and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit10.1 and is incorporated herein by reference.
Item 2.03Creation 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.
Item 7.01 Regulation FD Disclosure
On November 29, 2017, the Company issued a press release regarding the transactions contemplated by the Credit Agreement, a copy of which is furnished as Exhibit99.1.
Item 9.01.Financial Statements and Exhibits
First Amendment, dated November28, 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 party to the First Amendment
Press release dated November29, 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. These forward-looking statements generally are identified by the words "anticipate," "believe," "plan," "project," "expect," "future," "intend," "may," "will," "should," "could," "would," "estimate," "predict," "potential," "continue," and similar expressions. Actual results may differ significantly from management’s expectations due to various risks and uncertainties including, but not limited to: risks associated with the Company’s strategic transformation and the successful execution of its strategic initiatives, operating plans and marketing strategies; general economic, political, industry, and market conditions; the Company’s ability to attract and retain productive advisors; the Company’s 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 Company’s ability to hire, retain and motivate key employees; the Company’s ability to protect its intellectual property; and financing risks, including risks related to the Company’s existing debt obligations. A more detailed description of these and certain other factors that could affect actual results is included in the Company’s 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.
BLUCORA, INC. ExhibitEX-10.1 2 ex101_blucora2017repricing.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EXECUTION VERSIONFIRST AMENDMENT,…To view the full exhibit click
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.