FactSet Research Systems Inc. (NYSE:FDS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On March 17, 2017, FactSet Research Systems Inc. (FactSet or the
Company), entered into a Credit Agreement (the Credit Agreement)
between FactSet, as the borrower, and PNC Bank, National
Association., as the administrative agent and lender (the
Lender). The description of the Credit Agreement is qualified in
its entirety by reference to the full text of the Credit
Agreement attached hereto as Exhibit 10.1.
Available Credit Facility
The Credit Agreement provides for a $575,000,000 revolving credit
facility (the Revolving Credit Facility). FactSet may request
borrowings under the Revolving Credit Facility until its maturity
date of March 17, 2020. The Credit Agreement also allows FactSet,
subject to certain requirements, to arrange for additional
borrowings with the Lender for an aggregate amount of up to
$225,000,000, provided that any such request for additional
borrowings must be in a minimum amount of $25,000,000. At
FactSets option,a borrowing may be in the form of a base rate
loan or a LIBOR rate loan.
Borrowing
On March 17, 2017, FactSet borrowed $575,000,000 in the form of a
LIBOR rate loan (the Loan) under the Revolving Credit Facility.
The proceeds of the Loan made under the Credit Agreement may be
used for permitted acquisitions and general corporate purposes.
The Loan matures on March 17, 2020. There are no prepayment
penalties in the event that the Company elects to prepay the Loan
prior to its scheduled maturity date. The principal balance is
payable in full on the maturity date.
Interest and Fees
Borrowings under the Loan bear interest on the outstanding
principal amount at a rate equal to the daily LIBOR rate plus
1.00%. Interest on the Loan is payable quarterly in arrears and
on the maturity date.
FactSet is required to pay to the Lender a commitment fee based
on the daily amount by which the unused Revolving Credit Facility
exceeds the borrowed amount. No commitment fee was owed by
FactSet since it borrowed the full amount of the Revolving Credit
Facility on March 17, 2017.
Debt issuance costs incurred by FactSet, such as legal costs to
review the Credit Agreement, administrative agent fees and
upfront Lender fees, were approximately $0.4 million. FactSet
capitalized these debt issuance costs as an asset and will
subsequently amortize the deferred debt issuance costs ratably
over the term of the Credit Arrangement.
Loan Covenants
The Credit Agreement contains covenants restricting certain
FactSet activities, which are usual and customary for this type
of loan. These covenants restrict FactSets ability to:
|
|
create, incur, assume, or suffer to exist any lien upon any |
|
|
make non-short-term investments; |
|
|
create, incur, assume or allow to exist any indebtedness, |
|
|
make fundamental changes to the assets of the business; |
|
|
make any disposition or enter into any agreement to make |
|
|
declare or make, directly or indirectly, any restricted |
|
|
change the nature of its business; |
|
|
enter into any transaction of any kind with any affiliate |
|
|
use loan proceeds to purchase or carry margin stock. |
In addition, the Credit Agreement requires that FactSet must
maintain a consolidated leverage ratio, as measured by total
funded debt/EBITDA, below a specified level as of the end of each
fiscal quarter.
Events of Default
Events of default under the Credit Agreement include non-payment,
breach of covenants, material misrepresentations, cross-default
events, insolvency, inability to pay debts, judgments in excess
of the threshold amount, an ERISA event, invalidity of loan
documents, and change of control.
Retirement of Debt
In conjunction with FactSets entrance into the Credit Agreement
on March 17, 2017, FactSet retired its outstanding debt under an
amended credit agreement between FactSet, as the borrower, and
Bank of America, N.A., as the lender. The total principal amount
of the loan outstanding at the time of retirement was $365.0
million. The maturity date on the outstanding loan was September
21, 2018 and there were no prepayment penalties.
Item2.01Completion of Acquisition or
Disposition of Assets
On March 20, 2017, FactSet issued a press release announcing that
it had acquired BI-SAM Technologies (the Acquisition). Under the
terms of the Securities Purchase Agreement by and among FactSet,
BI-SAM Technologies (BI-SAM), the holder of shares of BI-SAM
Technologies, and Shareholder Representative Services LLC, dated
as of March 17, 2017 (the Purchase Agreement), FactSet will pay a
purchase price of $205.2 million in cash, subject to certain
adjustments set forth in the Purchase Agreement, including, among
others, a customary working capital adjustment.
The Purchase Agreement contains customary representations and
warranties of the parties. The parties have agreed to indemnify
each other for breaches of representations, warranties and
covenants.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement, which is
filed as Exhibit 2.1 hereto and incorporated by reference herein.
The Purchase Agreement has been included to provide investors and
security holders with information regarding the terms of the
Acquisition. It is not intended to provide any factual
information about FactSet, BI-SAM or their respective
subsidiaries or affiliates. The representations, warranties and
covenants in the Purchase Agreement were made solely for the
benefit of the parties to the Purchase Agreement for the purpose
of allocating contractual risk between those parties and do not
establish these matters as facts. Investors should not rely on
the representations, warranties and covenants as
characterizations of the actual state of facts or condition of
FactSet, BI-SAM or any of their respective subsidiaries or
affiliates.
A copy of the press release is filed as Exhibit 99.1 hereto and
incorporated by reference herein. This information shall not be
deemed filed for purposes of Section 18 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 9.01 Financial Statements and Exhibits
|
(a) |
Financial statements of business acquired. |
|
The financial statements that may be required in connection |
|
(b) |
Pro forma financial information. |
|
The financial statements that may be required in connection |
|
(d) |
Exhibits. |
|
Exhibit No. |
Description |
|
|
2.1 |
Securities Purchase Agreement by and among FactSet Research |
|
|
10.1 |
Credit Agreement, dated as of March 17, 2017, |
|
|
99.1 |
Press Release, dated March 20, 2017 |
SIGNATURES
About FactSet Research Systems Inc. (NYSE:FDS)
Factset Research Systems Inc. is engaged in providing integrated financial information and big data analytical applications for the global investment community. The Company’s segments include the U.S., Europe and Asia Pacific. The U.S. segment services finance professionals, including financial institutions throughout the Americas. The European segment maintains offices in France, Germany, Italy, Ireland, Latvia, Luxembourg, the Netherlands, Spain, South Africa, Sweden and Dubai. The Asia Pacific segment maintains office locations in Australia, Hong Kong, Singapore and Mumbai, India. The Company delivers insight and information to investment professionals through its analytics, service, content, and technology. Its offerings include a complete services solution focused on verifying, cleaning and loading portfolio data across asset classes, and an execution management system. The Company offers third-party content through desktop, wireless and off-platform solutions. FactSet Research Systems Inc. (NYSE:FDS) Recent Trading Information
FactSet Research Systems Inc. (NYSE:FDS) closed its last trading session up +0.78 at 180.72 with 255,723 shares trading hands.