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Delaware
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91-1718107
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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[ ] 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))
Under the terms of the Credit Facility, 2nd Story borrowed $95,000,000 from the Lenders in the form of a term loan (the "Term Loan") and drew $5,000,000 from a $10,000,000 revolving credit facility (the "Revolver") with the Lenders. The final maturity date of both the Term Loan and the Revolver is January 31, 2017.
The Term Loan will amortize in equal quarterly installments (beginning with the 2nd Story fiscal quarter ending April 30, 2012) based on the annual amortization percentages of the original principal amount of $95,000,000, as set forth below:
The remainder of the Term Loan principal, if any, will be due on the maturity date of January 31, 2017.
As set forth in more detail in the Credit Agreement, 2nd Story will make mandatory prepayments on the Term Loan in the event of certain specified receipts, including any 2nd Story Excess Cash Flow (as defined in the Credit Agreement). 2nd Story may also prepay amounts under the Term Loan without penalty, subject to certain specified restrictions and costs.
2nd Story will pay a rate of interest, at its option, of either (i) LIBOR plus a margin of between 3% and 4.5% (depending on 2nd Story's ratio of leverage to EBITDA over the previous four quarters), or (ii) a specified variable rate plus a margin of between 2% and 3.5% (depending on 2nd Story's ratio of leverage to EBITDA over the previous four quarters). In addition, 2nd Story paid the Lenders and RBS certain customary fees and costs.
The Credit Agreement contains the following customary terms and conditions that are applicable to TaxACT Holdings and 2nd Story (but not the Company): (i) representations and warranties, including but not limited to, (a) financial condition, (b) absence of any material adverse effect, and (c) organizational and legal status and authority; (ii) affirmative covenants, including but not limited to, (a) financial and collateral reporting, (b) payment of taxes and other obligations, (c) continuation of business and maintenance of existence and rights, and (d) maintenance of property and insurance; (iii) negative covenants, including but not limited to, (a) limitation on debt, (b) limitation on liens, (c) limitation on changes in nature of business, (d) limitation on consolidation, merger, sale, or purchase of assets, and (e) limitation on advances, investments, and loans; and (iv) specified financial covenants. The Credit Agreement also contains events of default consistent with those customarily found in similar financings, including but not limited to, (i) non-payment of obligations, (ii) inaccuracy of representations or warranties, (iii) non-performance of covenants and obligations, (iv) default on other material debt, (v) termination or default under material contracts, or (vi) bankruptcy or insolvency.
The foregoing description of the Credit Agreement and the Credit Facility is a summary, does not purport to be a complete description of the Credit Agreement or the Credit Facility, and is qualified in its entirety by reference to the Credit Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for its quarter ending March 31, 2012.
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INFOSPACE, INC.
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Date: February 06, 2012
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By:
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/s/ Linda Schoemaker
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Linda Schoemaker
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General Counsel and Secretary
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