UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 18, 2011
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-27876 | 86-0787377 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
14400 North 87th Street
Scottsdale, Arizona 85260-3649
(Address of principal executive offices including zip code)
Scottsdale, Arizona 85260-3649
(Address of principal executive offices including zip code)
(480) 308-3000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On March 18, 2011, JDA Software Group, Inc. (the Company) entered into a credit agreement
with Wells Fargo Capital Finance, LLC and certain other lenders party thereto (the Credit
Agreement). The Credit Agreement provides for cash borrowings and letters of credit under a $100
million senior secured revolving credit facility, the proceeds of which the Company may use for
working capital and other general corporate purposes. Loans under the Credit Agreement will mature on September 15, 2014, subject to extension under
certain circumstances. To date, the Company has not borrowed any amount under the Credit Agreement.
Interest will accrue on outstanding loans under the Credit Agreement at a floating rate based
on, at the Companys election, (i) LIBOR (subject to reserve requirements) or (ii) the greatest of
(a) the Federal Funds Rate plus 1/2%, (b) three-month LIBOR plus 1% and (c) Wells Fargo Bank,
National Associations prime rate (such greatest rate, the Base Rate), in each case, plus an
applicable margin. The initial applicable margins with respect to LIBOR-based loans and Base Rate
loans are 2.25% and 1.25%, respectively, and may increase or decrease based on the Companys total
leverage ratio.
The Companys obligations under the Credit Agreement are secured by a first priority lien on
substantially all of the assets of the Company and the guarantors, which include the Companys
material domestic subsidiaries. The Credit Agreement includes
customary limitations on the Companys ability
to, among other things, incur debt, grant liens, make acquisitions and other investments, make
certain restricted payments such as dividend payments, dispose of assets or undergo a change of
control. The Credit Agreement also requires the Company to maintain a minimum fixed charge ratio,
a maximum total leverage ratio and, under certain circumstances, a minimum liquidity requirement.
The foregoing summary of the Credit Agreement is not complete and is qualified in its entirety
by reference to the Credit Agreement, a copy of which will be filed as an exhibit to the Companys
Quarterly Report on Form 10-Q for the period ending March 31, 2011.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant
The information in Item 1.01 above is incorporated by reference into this Item 2.03.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JDA SOFTWARE GROUP, INC. |
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Date: March 22, 2011 | By: | /s/ Peter S. Hathaway | ||
Peter S. Hathaway | ||||
Executive Vice President and Chief Financial Officer | ||||