INTERSECTIONS INC. (NASDAQ:INTX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
the “Company”) and its subsidiaries executed a First Amendment
to Credit Agreement (the “Amendment”) to amend the Credit
Agreement dated as of March 21, 2016 (the “Credit Agreement”)
among Intersections and its subsidiaries, Crystal Financial SPV
LLC, as term lender, and Crystal Financial LLC, as administrative
agent (the “Administrative Agent”). The amendment provides for
the orderly wind-down of the Pet Health Monitoring segment
conducted through i4c Innovations Inc. (“i4c”) and the orderly
sale or wind down of the health and wellness services for
consumers, employers and insurance providers through behavior
linked products and services provided through IISI Insurance
Services Inc., and the services provided to the bail bonds
industry and surety industries, including through Captira
Analytical, LLC. Intersections and Intersection Holdings Inc. are
permitted to invest up to an additional $2,200,000 in i4c to
implement its wind-down, which is to be completed by June 30,
2017 (or such later date as the Administrative Agent may permit).
following:
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Intersection is permitted to add back up to $4,250,000 of
non-recurring charges incurred in connection with the wind-down when computing consolidated EBITDA for purposes of compliance with the financial covenants in the Credit Agreement. |
|
The financial covenants are revised: (a) to reduce the
required minimum cash on hand from forty percent (40%) of the term loan balance to twenty-five percent (25%) for measurement periods from December 14, 2016 through June 30, 2017, (b) eliminate the separate minimum consolidated EBITDA covenant for the Intersections businesses other than i4c, and (c) reduce the required minimum consolidated EBITDA covenant for Intersections and its subsidiaries to $9,000,000 for the fiscal quarters ending March 31, 2017 and June 30, 2017, $10,000,000 for the fiscal quarters ending September 30, 2017 and December 31, 2017, and $11,000,000 for fiscal quarters ending subsequent to December 31, 2017. |
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The amortization schedule for the loan is modified to
eliminate the payments that would have been due on March 31, 2017 and June 30, 2017 and increase the amount of each remaining payment to $1,400,000. |
|
Up to $2,200,000 of proceeds realized from the wind-down
is excluded from the mandatory principal prepayment requirement. |
|
Certain tax refunds, if received, are excluded from the
mandatory principal prepayment requirement. |
subject to and qualified in its entirety by reference to the full
text of the Amendment, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated by reference
herein.
| Item 2.03. |
Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
1.01 of this Current Report on Form 8-K is incorporated by
reference herein.
announcing that it completed an amendment to its credit agreement
with Crystal Financial LLC, a copy of which is being furnished as
an exhibit to this Current Report on Form 8-K and is incorporated
by reference into this Item 7.01.
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Exhibit No.
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Description
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10.1
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First Amendment to Credit Agreement dated as of December
14, 2016 by and among Intersections Inc., the other Borrowers named therein, Crystal Financial SPV LLC and the other Term Lenders Party thereto and Crystal Financial LLC, as Administrative Agent |
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99.1
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Press release issued December 15, 2016
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About INTERSECTIONS INC. (NASDAQ:INTX)
Intersections Inc. uses data to enable consumers reduce risk through subscription services. The Company’s operating segments include Personal Information Services, Insurance and Other Consumer Services, and Bail Bonds Industry Solutions. The Company’s Personal Information Services business segment focuses on helping consumers understand, monitor, manage and protect against the risks associated with third parties misusing their personal information and violating their privacy. The Company’s Insurance and Other Consumer Services business segment focuses on helping consumers use insurance and other services to manage various personal risks and achieve personal goals. The Company’s Bail Bonds Industry Solutions business segment focuses on automating the bail bonds industry. The Company offers IDENTITY GUARD portfolio of services. The Company’s insurance products are sold and administered pursuant to contracts with insurance companies. INTERSECTIONS INC. (NASDAQ:INTX) Recent Trading Information
INTERSECTIONS INC. (NASDAQ:INTX) closed its last trading session down -0.01 at 3.97 with 13,500 shares trading hands.