MODEL N, INC. (NYSE:MODN) Files An 8-K Entry into a Material Definitive Agreement

MODEL N, INC. (NYSE:MODN) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement.

On January 5, 2017, Model N, Inc. (the Company) and certain of
its subsidiaries (the Subsidiaries) entered into a Financing
Agreement (the Financing Agreement) by and among the Company, the
Subsidiaries, as guarantors (the Guarantors), Crystal Financial
SPV, LLC and certain other lenders from time to time party
thereto (collectively, the Lenders), and TC Lending, LLC, as
administrative agent for the Lenders, sole lead arranger, and
collateral agent for the Lenders, to which the Lenders have
extended term loans to the Company in an aggregate principal
amount of $50 million. The term loans will be used to fund the
cash portion of the Merger described in Item 2.01 below.

The term loans made to the Financing Agreement will bear interest
at a rate of either (i) the Base Rate (as defined in the
Financing Agreement) plus 9.25% or (ii) the LIBOR Rate (as
defined in the Financing Agreement) plus 8.25%, as selected by
the Company. The term loans mature on January 5, 2022. The
Company must repay 0.625% of the aggregate principal amount of
the term loans on the last business day of each fiscal quarter,
beginning with the fiscal quarter ending March 31, 2019. The
Company may voluntarily prepay the terms loans, subject to a 3%
premium for 24 months and 1% premium after 24 months and prior to
36 months. Certain mandatory prepayments are required upon the
sale of certain assets, the receipt of certain insurance or
condemnation proceeds or extraordinary receipts, the issuance of
certain securities or debt, the occurrence of excess cash flows
and the occurrence of certain restrictions on the business of the
combined company or certain divestitures.

The Financing Agreement requires the Company and the Subsidiaries
to maintain certain financial covenants, including achieving
certain levels of revenue from specified sources, and maintaining
certain levels of consolidated liquidity. The Financing Agreement
also requires the Company and Guarantors to maintain certain
non-financial covenants, including those that restrict their
ability to dispose of their assets, dispose of interests in their
subsidiaries, change their organizational documents, amend
material contracts, change a method of accounting, merge with or
acquire other entities, incur other indebtedness, incur
encumbrances, make investments and engage in transactions with
their affiliates.

The Guarantors have jointly and severally guaranteed the payment
in full of all obligations under the Financing Agreement. The
Companys and Guarantors obligations under the Financing Agreement
are secured by substantially all of their assets and a pledge of
certain of their subsidiaries stock.

The foregoing description of the Financing Agreement is a
summary, is not complete, and is qualified in its entirety by
reference to the full text of the Financing Agreement, which will
be filed as an exhibit to the Companys Quarterly Report on Form
10-Q.

On January 5, 2017, the Company, through its wholly owned
subsidiary Nexus Acquisition Sub, Inc., a Delaware corporation
(Merger Sub), consummated its previously announced acquisition of
Sapphire Stripe Holdings, Inc., a Delaware corporation (Target),
the parent company of Revitas, Inc., a provider of life sciences
revenue management solutions, to the Agreement and Plan of Merger
(the Merger Agreement) dated December 12, 2016 by and among the
Company, Merger Sub, Target and LLR Equity Partners III, L.P., a
Delaware limited partnership, as the stockholders agent. Under
the Merger Agreement, Merger Sub merged with and into Target,
with Target becoming a wholly owned subsidiary of the Company
(the Merger).

The foregoing description of the Merger Agreement is a summary,
is not complete, and is qualified in its entirety by reference to
the full text of the Merger Agreement, a copy of which is filed
as Exhibit 2.1 hereto.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.

(a) Financial Statements of Business Acquired.

The financial statements required to be filed under Item 9.01(a)
of this Current Report on Form 8-K will be filed by amendment to
this Current Report on Form 8-K no later than 71 days after the
date on which this Current Report on Form 8-K is required to be
filed.

(b) Pro Forma Financial Information.

The pro forma financial information required to be filed under
Item 9.01(b) of this Current Report on Form 8-K will be filed by
amendment to this Current Report on Form 8-K no later than 71
days after the date on which this Current Report on Form 8-K is
required to be filed.

(d)

Exhibit No.Description

About MODEL N, INC. (NYSE:MODN)
Model N, Inc. is a provider of revenue management solutions for life science and technology companies. The Company’s solutions enable its customers to maximize revenues and reduce revenue compliance risk by transforming their revenue life cycle from a series of tactical, disjointed operations into a strategic end-to-end process. The Company’s solutions include Revenue Enterprise Cloud, Revenue Intelligence Cloud and Revvy Revenue Management. The Company provides solutions that span the organizational and operational boundaries of functions, such as sales, marketing and finance, and serve as a system of record for revenue management processes, including pricing, contracts, rebates, incentives and regulatory compliance. The Company’s application suites are designed to work with enterprise resource planning (ERP) and customer relationship management (CRM) applications. The Company also offers implementation services, managed services, strategic services and customer support. MODEL N, INC. (NYSE:MODN) Recent Trading Information
MODEL N, INC. (NYSE:MODN) closed its last trading session down -0.05 at 8.75 with 77,150 shares trading hands.