On December 22, 2020, Cloudera, Inc. (“Cloudera”) entered into a senior secured credit agreement (the “Credit Agreement”) with Citibank, N.A., as administrative agent and collateral agent, and a syndicate of lenders. Citigroup Global Markets Inc., BofA Securities, Inc., J.P. Morgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., served as joint lead arrangers and joint bookrunners for the Credit Agreement. The Credit Agreement provides for a seven-year senior secured institutional term loan “B” in an aggregate principal amount of $500,000,000 (the “Term Loans”). The Term Loans amortize at a per annum rate equal to 1% payable quarterly, with the balance payable at maturity on December 22, 2027. The proceeds of the Term Loans will be used for general corporate purposes, in cluding to fund repurchases of Cloudera’s common stock and to pay transaction costs and expenses in connection therewith.
The Term Loans are guaranteed on a senior secured basis by each direct or indirect wholly-owned domestic subsidiary of Cloudera, subject to certain customary exceptions.
At Cloudera’s option, the Term Loans will bear interest at a per annum rate equal to a “Eurocurrency Rate” plus 2.50%, in the case of Eurocurrency Rate borrowings, or a “Base Rate” plus 1.50%, in the case of Base Rate borrowings.
The Credit Agreement contains usual and customary representations and warranties, usual and customary optional and mandatory prepayment provisions, and usual and customary affirmative and negative covenants, including limitations on liens, investments, restricted payments, additional indebtedness, transactions with affiliates and asset sales and mergers. The Credit Agreement does not contain any financial covenants. The obligations of Cloudera under the Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representations and warranties, violation of covenants, cross default and cross acceleration to material third party indebtedness, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control.
The foregoing summary of the Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits
Senior Secured Credit Agreement, dated December 22, 2020, by and among Cloudera, Citibank, N.A., as administrative agent and collateral agent, Citibank, N.A., BofA Securities, Inc., J.P. Morgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc., as joint lead arrangers and joint bookrunners, and a syndicate of lenders.
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
December 22, 2020
/s/ David Howard
Chief Legal Officer
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Other recent filings from the company include the following:
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