Attached files
| file | filename |
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| EX-10.1 - EXHIBIT 10.1 - CONVERSANT, INC. | a2011q308-klineofcreditex1.htm |
UNITED STATES
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
Date of Report (Date of Earliest Event Reported): | August 19, 2011 | |
ValueClick, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
Delaware | 000-30135 | 77-0495335 | ||
_____________________ (State or other jurisdiction | _____________ (Commission | ______________ (I.R.S. Employer | ||
of incorporation) | File Number) | Identification No.) | ||
30699 Russell Ranch Road, Suite 250, Westlake Village, California | 91362 | |||
________________________________ (Address of principal executive offices) | ___________ (Zip Code) | |||
Registrant's telephone number, including area code: | 818-575-4500 | |||
Not Applicable
______________________________________________
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 August 19, 2011, ValueClick, Inc. (the "Company") executed an Amended and Restated Credit Agreement by and among the Company, Wells Fargo Bank, National Association as Administrative Agent, L/C Issuer and Swing Line Lender (the "Agent"), JPMorgan Chase Bank, N.A. as Syndication Agent and certain other financial institutions from time to time party thereto (the "Amended and Restated Credit Agreement"). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement replaces the original Credit Agreement dated as of November 14, 2008, has a stated maturity date of August 19, 2016 and provides the Company with a senior secured revolving credit facility of up to $150 million and, subject to the closing of the pending acquisition of Dotomi, Inc., a $50 million term loan to be paid in equal quarterly installments. Outstanding loans bear interest at either (i) the Base Rate, which is equal to the highest of (a) the Agent's prime rate, (b) the federal funds rate plus 1.50%, and (c) the one month reserve adjusted daily LIBOR rate plus 1.50%, or (ii) the London Interbank Offered Rate ("LIBOR"), in each case plus an applicable margin as in effect at each interest calculation date. The applicable margin in effect from time to time is based on the Company’s total leverage ratio. The applicable margins range from 1.25% to 2.00% for LIBOR loans and from 0.25% to 1.00% for Base Rate loans.
The Amended and Restated Credit Agreement requires compliance with certain financial covenants, including minimum EBITDA and minimum unrestricted, unencumbered liquid asset requirements, and, if the Company incurs certain types of incremental indebtedness, a total leverage ratio. As of August 19, 2011, the Company was in compliance with all of the financial covenants required by the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement also contains certain common reporting affirmative and restrictive covenants and events of default.
Certain of the Company’s domestic subsidiaries have guaranteed the obligations of the Company under the Amended and Restated Credit Agreement pursuant to a separate Guaranty Agreement (the "Guaranty"). All future domestic subsidiaries of the Company (other than certain immaterial subsidiaries) also are required to guarantee the obligations of the Company under the Amended and Restated Credit Agreement. The Company's obligations under the Amended and Restated Credit Agreement are secured by a lien on substantially all of its present and future assets pursuant to a separate Security Agreement (the "Security Agreement). In addition, the obligations of each subsidiary Guarantor are secured by a lien on substantially all of such subsidiary’s present and future assets.
The revolving credit facility is available to be used by the Company, among other things, to fund its working capital needs and for other general corporate purposes, including acquisitions and/or stock repurchases. The Company will pay a commitment fee on unused amounts that ranges, based on the Company’s total leverage ratio, from 0.20% to 0.35% of the unused portion of the revolving credit facility.
The descriptions of the terms of the Amended and Restated Credit Agreement, the Security Agreement and the Guaranty are qualified in their entirety by reference, respectively, to the Amended and Restated Credit Agreement (which is attached hereto as Exhibit 10.1 and incorporated in this Item 1.01 by reference), the Security Agreement (which is incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by ValueClick on November 18, 2008 and incorporated in this Item 1.01 by reference) and the Guaranty (which is incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed by ValueClick on November 18, 2008 and incorporated in this Item 1.01 by reference).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Report is incorporated by reference into this Section 2.03.
Item 3.03 Material Modifications to Rights of Security Holders.
The Amended and Restated Credit Agreement may directly or indirectly limit the Company's ability to pay dividends. Accordingly, the information included in Item 1.01 of this Report is incorporated by reference into this Item 3.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed or furnished herewith:
10.1 | Amended and Restated Credit Agreement dated as of August 19, 2011 by and among ValueClick, Inc., Wells Fargo Bank, National Association (as Administrative Agent, L/C Issuer and Swing Line Lender), JPMorgan Chase Bank, N.A. as Syndication Agent, and certain other financial institutions from time to time party thereto. |
10.2(1) | Security Agreement dated as of November 14, 2008 by and among ValueClick, Inc., Hi-Speed Media, Inc., Web Marketing Holdings, LLC, Web Clients, LLC, I-Deal Direct Interactive, LLC, Mezi Media, Inc., Search123.com Inc., Mediaplex, Inc., Be Free, Inc., Commission Junction, Inc. and Wells Fargo Bank, National Association. |
10.3(2) | Guaranty Agreement dated as of November 14, 2008 by Hi-Speed Media, Inc., Web Marketing Holdings, LLC, Web Clients, LLC, I-Deal Direct Interactive, LLC, Mezi Media, Inc., Search123.com Inc., Mediaplex, Inc., Be Free, Inc., and Commission Junction, Inc. in favor of Wells Fargo Bank, National Association. |
______________________
(1) | Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by ValueClick on November 18, 2008. |
(2) | Incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed by ValueClick on November 18, 2008. |
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.
ValueClick, Inc. | ||||
August 24, 2011 | By: | /s/ John Pitstick | ||
Name: John Pitstick | ||||
Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No. | Description | |
10.1 | Amended and Restated Credit Agreement dated as of August 19, 2011 by and among ValueClick, Inc., Wells Fargo Bank, National Association (as Administrative Agent, L/C Issuer and Swing Line Lender), JPMorgan Chase Bank, N.A. as Syndication Agent and certain other financial institutions from time to time party thereto. | |
10.2(1) | Security Agreement dated as of November 14, 2008 by and among ValueClick, Inc., Hi-Speed Media, Inc., Web Marketing Holdings, LLC, Web Clients, LLC, I-Deal Direct Interactive, LLC, Mezi Media, Inc., Search123.com Inc., Mediaplex, Inc., Be Free, Inc., Commission Junction, Inc. and Wells Fargo Bank, National Association. | |
10.3(2) | Guaranty Agreement dated as of November 14, 2008 by Hi-Speed Media, Inc., Web Marketing Holdings, LLC, Web Clients, LLC, I-Deal Direct Interactive, LLC, Mezi Media, Inc., Search123.com Inc., Mediaplex, Inc., Be Free, Inc., and Commission Junction, Inc. in favor of Wells Fargo Bank, National Association. | |
______________________
(1) | Incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed by ValueClick on November 18, 2008. |
(2) | Incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed by ValueClick on November 18, 2008. |