UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 18, 2013
CORELOGIC, INC.
(Exact Name of the Registrant as Specified in Charter)
Delaware | 001-13585 | 95-1068610 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
40 Pacifica, Irvine, California | 92618-7471 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code (949) 214-1000
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:
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 September 18, 2013, CoreLogic, Inc. (the “Company”), CoreLogic Australia Pty Limited (the “Australian Borrower” and, together with the Company, the “Borrowers”) entered into a credit agreement (the “Credit Agreement”) among the Company, the Australian Borrower, the lenders party thereto (the “Lenders”), the other parties thereto and Bank of America, N.A. (the “Administrative Agent”). The Credit Agreement provides for a $850.0 million five-year term loan facility (the “Term Facility”) and a $550.0 million five-year revolving credit facility (which includes a $100.0 million multicurrency revolving sub-facility and a $50.0 million letter of credit sub-facility) (the “Revolving Facility” and, together with the Term Facility, the “Facilities”). The Credit Agreement also provides for the ability to increase the Term Facility and/or Revolving Facility by up to $500.0 million in the aggregate.
The Company's ability to initially borrow under the Credit Agreement and the applicability of, among other things, the representations and warranties and affirmative and negative covenants, remains subject to the satisfaction of certain customary closing conditions for transactions of this type including the consummation of the DataQuick/MSB Acquisition (as defined in the Credit Agreement) and the termination of the Company's existing credit agreement, dated as of May 23, 2011, among the Borrowers, the guarantors party thereto, the lenders and other parties thereto and Bank of America, N.A. (the “Existing Credit Agreement”) (the date, if any, on which such conditions are satisfied, the “Closing Date”). The Credit Agreement will terminate on December 31, 2013 if these conditions have not been satisfied on or prior to such date (or on March 31, 2014 if the termination date of the DataQuick/MSB Acquisition is extended) (the “Commitment Termination Date”).
The Company will pay a ticking fee to the Lenders for the period from and including September 15, 2013 to and excluding the earlier of (i) the Closing Date, (ii) the Commitment Termination Date, or (iii) if applicable, the date the Company elects to voluntarily terminate the commitments. The ticking fee will accrue at a rate per annum equal to 0.25% (stepping up to 0.75% on January 1, 2014) on the actual daily amount of the commitments of such Lender, payable on the earlier of (i) the Closing Date, (ii) the Commitment Termination Date, or (iii) if applicable, the date the Company elects to voluntarily terminate the commitments.
Loans under the Credit Agreement will bear interest, at the election of the Company, at (i) the Alternate Base Rate (defined as the greatest of (a) Bank of America's “prime rate”, (b) the Federal Funds effective rate plus 1/2% and (c) the reserve adjusted London interbank offering rate for a one month Eurocurrency borrowing plus 1%) plus the Applicable Rate (as defined in the Credit Agreement) or (ii) the London interbank offering rate for Eurocurrency borrowings, adjusted for statutory reserves (the “Adjusted Eurocurrency Rate”) plus the Applicable Rate. The initial Applicable Rate for Alternate Base Rate borrowings is 0.75% and for Adjusted Eurocurrency Rate borrowings is 1.75%. Starting with the second full fiscal quarter after the Closing Date, the Applicable Rate will vary depending upon the Company's leverage ratio. The minimum Applicable Rate for Alternate Base Rate borrowings will be 0.25% and the maximum will be 1.50%. The minimum Applicable Rate for Adjusted Eurocurrency Rate borrowings will be 1.25% and the maximum will be 2.50%. After the Closing Date, the Credit Agreement also requires the Company to pay a commitment fee for the unused portion of the Revolving Facility, which will be a minimum of 0.25% and a maximum of 0.50%, depending on the Company's leverage ratio.
The Credit Agreement provides that loans under the Term Facility shall be repaid in equal quarterly installments, commencing on the last day of the first calendar quarter after the Closing Date and continuing on each three-month anniversary thereafter in an amount equal to $10.625 million for the first eight quarterly payments, in an amount equal to $21.250 million thereafter for the next four quarterly payments and in an amount equal to $31.875 million thereafter for the next four quarterly payments. The outstanding balance of the term loan will be due on the fifth anniversary of the Closing Date of the Credit Agreement. The Term Facility is also subject to prepayment from (i) the Net Cash Proceeds (as defined in the Credit Agreement) of certain debt incurred or issued by the Borrowers and the Guarantors and (ii) the Net Cash Proceeds received by the Borrowers or the Guarantors from certain asset sales and recovery events, subject to certain reinvestment rights.
The Credit Agreement contains financial maintenance covenants, including a (i) maximum total leverage ratio as of the last date of any fiscal quarter not to exceed 4.25:1.00; provided that such total leverage ratio shall step down to (x) 4.00:1.00 starting with the fiscal quarter ending on June 30, 2014 and (y) 3.50:1.00 starting with the fiscal quarter ending on June 30, 2015, and (ii) a minimum interest coverage ratio for the four-fiscal quarter period ending on the last day of any fiscal quarter of at least 3.00:1.00.
The obligations under the Credit Agreement are senior secured obligations of the Company and certain of the Company's existing and future direct and indirect subsidiaries (the “Guarantors”), secured by a lien over substantially all of the personal property assets of the Company and the Guarantors and mortgages or deeds of trust over real property of the Company and the Guarantors with a fair market value of $5.0 million or more (collectively, the “Collateral”) and rank effectively senior in right of payment to any unsecured indebtedness of the Company and the Guarantors to the extent of the value of the Collateral.
The Credit Agreement also contains restrictive covenants that limit, among other things, the ability of the Company and its subsidiaries to incur additional indebtedness or issue certain preferred equity, pay dividends or make other distributions or other restricted payments, make certain investments, create restrictions on distributions from subsidiaries, enter into sale leaseback transactions, amend the terms of certain other indebtedness, create liens on certain assets to secure debt, sell certain assets, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into certain transactions with affiliates. The Credit Agreement also contains customary events of default, including upon the failure to make timely payments under the Facilities or other material indebtedness, the failure to satisfy certain covenants, the occurrence of a change of control and specified events of bankruptcy and insolvency.
Until the Existing Credit Agreement is terminated in connection with the closing of the Credit Agreement or otherwise, the Existing Credit Agreement will remain in full force and effect and, among other things, the Company will be bound by the representations and warranties, the financial maintenance and the other restrictive covenants in the Existing Credit Agreement. On the Closing Date, the Existing Credit Agreement will terminate and the Company will be bound by, among other things, the representations and warranties, the financial maintenance and other restrictive covenants in the Credit Agreement.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth 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, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
CORELOGIC, INC. | |||
Date: | September 19, 2013 | By: | /s/ FRANK D. MARTELL |
Name: | Frank D. Martell | ||
Title: | Chief Financial Officer | ||