Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet sale arrangement of a registrant.
(the “term loans”). The proceeds of the term loan used for the purpose of refinancing existing debt and to pay the fees, costs and expenses incurred in connection with entering into the loan agreement, and may be used for the purpose of making acquisitions by Xcel or its subsidiaries which are authorized under the loan agreement and for working capital purposes.
The loan agreement also provides that Xcel may request lenders to provide additional term loans of up to
When entering into the loan agreement, Xcel paid closing costs to the administrative agent (i) in the amount of
Term loans mature on
Xcel has the right, upon thirty (30) days written notice, to prepay all or part of any term loans or additional term loans and accrued and unpaid interest thereon; provided that any prepayment applies first to prepayment of term loans in full and then to incremental term loans.
If term loans are prepaid in whole or in part on or before the second anniversary of the closing date (including as a result of an event of default), Xcel will pay a prepayment premium as follows: a amount equal to the amount of the principal amount of the prepaid term loan multiplied by: (i) five percent (5.00%) if this prepayment occurs on or before the first anniversary of the closing date; (ii) two percent (2.00%) if such early payment occurs at any time after the first anniversary of the Closing Date and no later than the second anniversary of the Closing Date; and (iii) one percent (1.00%) if such prepayment occurs at any time after the second anniversary of the closing date.
Xcel’s obligations under the Loan Agreement are guaranteed by the Guarantors and guaranteed by all assets of Xcel and the Guarantors (as well as any affiliates formed or acquired which becomes a creditor party to the Loan Agreement) and, subject to certain limitations contained in the Loan Agreement, the participation of the Guarantors (as well as any subsidiary formed or acquired which becomes a creditor party to the Loan Agreement).
Xcel has also granted the Lenders a right of first offer to finance any acquisition the consideration for which will therefore be paid other than in cash from Xcel or the Guarantors, the issuance of an equity interest of Xcel or the issuance of notes to the relevant seller. .
Interest on term loans will accrue at LIBOR plus 7.5% per annum. Interest on term loans is payable on the last business day of each calendar month.
LIBOR is defined in the Loan Agreement as the greater of (a) the annual interest rate for dollar deposits for an interest period equal to three months as published by Bloomberg or a comparable listing service or successor to approximately
The loan agreement contains customary restrictive covenants, including reporting obligations, brand preservation and the following financial covenants of Xcel (on a consolidated basis with the guarantors and any subsidiaries formed or subsequently acquired that become a part of credit under the loan agreement):
?liquid assets of (i) during the first fiscal month of each fiscal quarter
$2,500,000if cash payments from revenue licenses during the immediately succeeding 30 days are expected to be at least $4,000,000and (ii) at least $3,000,000at all other times; ?a fixed charge coverage ratio for (i) the fiscal quarter ending September 20, 2022of not less than 1.00 to 1.00 and (ii) the twelve fiscal month period ending at the end of each fiscal quarter commencing with the fiscal quarter ending December 31, 2022of not less than 1.00 to 1.00; ?a loan to value ratio not to exceed 50%; ?minimum revenues of not less than the amounts set forth below at the end of the appliable fiscal period set forth below: Fiscal Period Minimum Revenue April 1, 2021thru December 31, 2021 $16,445,000
For the twelve month period ending
For the twelve month period ending
$24,491,000For the trailing twelve month periods ending September 30, 2022and each Fiscal Quarterend thereafter $25,000,000
the sum of (i) eligible stocks plus (ii) eligible cash insofar as it is not used to meet the minimum amount of accounts (as defined below) plus (iii) eligible accounts in the to the extent that they are not used to meet the minimum amount Account amount (as defined below) of at least
Item 9.01 Financial statements and supporting documents
10.1 Loan and guarantee contract dated
104 Interactive cover page data file (integrated into the online XBRL document)
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