Chegg, Inc. (NYSE:CHGG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On March 28, 2018, Chegg, Inc. (“Chegg”) and Wells Fargo Bank, National Association (“Wells Fargo”) entered into a First Amendment to Credit Agreement (the “Credit Agreement Amendment”), amending that certain Credit Agreement by and among Chegg and Wells Fargo, dated of September 21, 2016 (the “Credit Agreement”).
The Credit Agreement Amendment, among other things, amends the Credit Agreement to (i) revise the definition of “Permitted Indebtedness” to include Chegg’s issuance of unsecured convertible notes in an aggregate principal amount of no more than $345,000,000 (the “Note Issuance”); (ii) revise the definitions of “Leverage Ratio” and “EBITDA” to account for expenses related to the Note Issuance and a related Capped Call (as defined in the Credit Agreement Amendment); and (iii) to permit the Capped Call and the repurchase of outstanding shares of Chegg’s common stock using proceeds from the Note Issuance.
Chegg will file a copy of the Credit Agreement Amendment with its next Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2018.
Chegg and its subsidiaries from time to time have had, and may continue to have, various commercial, lending or other relationships with Wells Fargo and its affiliates.
Item 8.01 Other Events
On March 28, 2018, Chegg issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $250.0 million aggregate principal amount of convertible senior notes due in 2023. Chegg also intends to grant to the initial purchasers of the notes the option to purchase up to an additional $37.5 million aggregate principal amount of notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
CHEGG, INC ExhibitEX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Chegg to Offer $250.0 Million of Convertible Senior Notes Due 2023SANTA CLARA,…To view the full exhibit click here
About Chegg, Inc. (NYSE:CHGG)
Chegg, Inc. is a student-first connected learning platform. The Company helps students study for college admission exams, find the colleges, get grades and test scores while in school, and find internships that allow them to gain skills to help them enter the workforce after college. It matches domestic and international students with colleges, universities and other academic institutions (collectively referred to as colleges) in the United States. Once in college, it provides a range of products and services to help students. The Company offers a print textbook library for rent and sale both on its own and through its strategic partnership with Ingram. It also offers eTextbooks for rent and sale. It also provides live tutors to students online, through its Chegg Tutors service. It provides access to internships to help students gain skills that are critical to securing their first job. The Company also provides online writing tools, such as EasyBib, CitationMachine or BibMe.
