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Wells Fargo Agents Working Capital Facility for

July 06, 2020, 08:00 AM
Filed Under: Industry News
Related: Wells Fargo Inc. (SDC) entered into an Amended and Restated Credit Agreement, dated as of June 29, 2020, by and among SDC, Wells Fargo Bank, National Association, JPMorgan Chase Bank, N.A., and Bank of America, N.A., the lenders from time to time party thereto, and Wells Fargo as administrative agent for the lenders.

The Credit Agreement constitutes an amendment and restatement of SDC's existing credit agreement with Wells Fargo and the Existing Lenders. The Credit Agreement provides for, among other things, a revolving credit facility of up to $130,000,000, with a $1,000,000 sublimit for letters of credit and a $5,000,000 sublimit for swingline loans. The proceeds of the loans advanced under the revolving credit facility are available for working capital and general corporate purposes of SDC and its subsidiaries.

The obligations of SDC under the Credit Agreement are jointly and severally and fully and unconditionally guaranteed by certain domestic subsidiaries of SDC, other than immaterial subsidiaries, as such term is defined in the Credit Agreement, subject to certain exceptions (such subsidiaries, together with SDC, collectively, the "Credit Parties"). The obligations of the Credit Parties under the Credit Agreement and the other loan documents delivered in connection therewith continue to be secured by a first priority security interest in substantially all of the existing and future personal property of the Credit Parties, including, without limitation, all Accounts, Deposit Accounts, Documents, Equipment, Fixtures, General Intangibles, Instruments, and Intellectual Property, in each case, as such terms are defined in the Uniform Commercial Code as in effect in the State of New York, subject to certain exceptions, and by a first lien mortgage on SDC's El Segundo real estate, all as further set forth in the Collateral Agreement, dated as of November 18, 2015, as amended by the Reaffirmation and Amendment Agreement, dated as of June 29, 2020, by and among the Credit Parties and Wells Fargo as administrative agent for the lenders (the "Reaffirmation Agreement").

The interest rates per annum applicable to the revolving loans, other than swingline loans, under the Credit Agreement will be, at SDC's option, calculated based on either a base rate or a LIBOR rate, as defined in the Credit Agreement, in each case plus an applicable margin percentage that fluctuates based on the consolidated total leverage ratio of SDC and its subsidiaries. Upon the occurrence of certain triggering events relating to the end of LIBOR, a different benchmark rate will replace LIBOR as the reference rate for interest accruing on the revolving loans. The interest rate per annum applicable to swingline loans under the Credit Agreement will be equal to a base rate plus an applicable margin percentage.

The maturity date for the revolving credit facility is June 29, 2022.

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