Box, Inc. (NYSE:BOX) Files An 8-K Entry into a Material Definitive Agreement

Box, Inc. (NYSE:BOX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

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On November27, 2017, Box, Inc., a Delaware corporation (the “Company”), entered into a secured credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as lender. The Credit Agreement provides for an $85.0million revolving credit facility, with a sublimit of $30.0million available for the issuance of letters of credit. The credit facility matures on November27, 2020. The proceeds of the revolving loans may be used by the Company for general corporate purposes. As of November29, 2017, there was $40.0million in revolving loans outstanding and $26.0million in letters of credit issued under the credit facility.

The revolving loans accrue interest at a prime rate plus a margin of 0.25% or, at the Company’s option, a LIBOR rate (based on one, three or six-month interest periods) plus a margin of 1.00%. Interest on the revolving loans is payable quarterly in arrears with respect to loans based on the prime rate and at the end of an interest period in the case of loans based on the LIBOR rate (or at each three month interval if the interest period is longer than three months). The Company may borrow, prepay and reborrow revolving loans, without premium or penalty, subject to customary breakage costs for certain types of loans. The principal amount of outstanding revolving loans, together with accrued and unpaid interest, is due on the maturity date. The Company is also obligated to pay other customary fees for a credit facility of this size and type.

The Company’s obligations under the Credit Agreement are secured by substantially all of the Company’s assets and will be guaranteed by its domestic subsidiaries meeting certain materiality thresholds. As of the closing date, there were no guarantors.

The Credit Agreement requires the Company to comply with a maximum leverage ratio and a minimum liquidity requirement. Additionally, the Credit Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the Company and its subsidiaries to, among other things, grant liens, incur debt, pay dividends or distributions on their capital stock, effect certain mergers, make investments, dispose of assets and enter into transactions with affiliates, in each case subject to customary exceptions for a credit facility of this size and type.

The events of default under the Credit Agreement include, among others, payment defaults, material misrepresentations, breaches of covenants, cross defaults with certain other material indebtedness, bankruptcy and insolvency events, and judgment defaults. The occurrence of an event of default could result in the acceleration of the Company’s obligations under the Credit Agreement, the termination of the lender’s commitments, a 3% increase in the rate of interest, and an obligation of any or all of the Company’s subsidiary guarantors to pay the full amount of the Company’s obligations under the Credit Agreement.

From time to time, the lender and certain of its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or the Company’s affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 1.01 Termination of a Material Definitive Agreement.

On November27, 2017, in connection with the Company’s entry into the Credit Agreement discussed in Item 1.01 of this Current Report on Form 8-K, the Company terminated its Credit Agreement, dated as of December4, 2015 (as amended, the “Terminated Credit Agreement”), by and between the Company and HSBC Bank USA, National Association. As of November27, 2017, there were no revolving loans outstanding under the Terminated Credit Agreement. The Company was not obligated to pay any early termination penalties as a result of the termination.

The terms and conditions of the Terminated Credit Agreement were disclosed in the Company’s Current Reports on Form 8-K filed on December7, 2015 and March1, 2017, which disclosures are incorporated herein by reference.

The lender under the Terminated Credit Agreement and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or the Company’s affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

Item 1.01 Results of Operations and Financial Condition

On November29, 2017, the Company issued a press release announcing its financial results for the fiscal quarter ended October31, 2017. In the press release, the Company also announced that it would be holding a conference call on November29, 2017, to discuss its financial results for the fiscal quarter ended October31, 2017. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This information is intended to be furnished under Item 1.01 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing

Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information related to the Credit Agreement set forth in Item 1.01 above is incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.


BOX INC Exhibit
EX-10.1 2 d423289dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 CREDIT AGREEMENT This Credit Agreement dated as of November 27,…
To view the full exhibit click here

About Box, Inc. (NYSE:BOX)

Box, Inc. provides an enterprise content management platform that enables organizations of all sizes to manage enterprise content while allowing access and sharing of this content from anywhere, on any device. With the Company’s Software-as-a-Service (SaaS) cloud-based platform, users can collaborate on content both internally and with external parties, automate content-driven business processes, develop custom applications, and implement data protection, security and compliance features to comply with internal policies and industry regulations. Its platform enables people to view, share and collaborate on content, across various file formats and media types. The software integrates with enterprise business applications, and is compatible with various application environments, operating systems and devices, ensuring that workers have access to their business content. It offers individuals a free basic version of the Box platform that allows them to experience its solution.

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