ITEM 1.01 - Entry into a Material Definitive Agreement. OnJuly 29, 2021 ,QuoteLab, LLC , aDelaware limited liability company (the "Borrower"), andQL Holdings LLC , aDelaware limited liability company ("Holdings"), each a subsidiary ofMediaAlpha, Inc. , aDelaware corporation (the "Company"), entered into an amendment (the "First Amendment") to the Credit Agreement dated as ofSeptember 23, 2020 (the "Existing Credit Agreement" and, as amended by the First Amendment, the "Amended Credit Agreement"), among the Borrower, Holdings, the lenders from time to time party thereto andJPMorgan Chase Bank, N.A ., as administrative agent. The Amended Credit Agreement provides for (a) a new five-year senior secured term loan facility in an aggregate principal amount of$190.0 million , the proceeds of which were used to refinance all of the$186.4 million of the existing term loans outstanding under the Existing Credit Agreement and any unpaid interest thereof as of the date of the First Amendment, to pay fees related to the new credit facilities, and to provide cash for general corporate purposes, and (b) a new five-year senior secured revolving credit facility with commitments in an aggregate amount of$50.0 million , which replaced the existing revolving credit facility under the Existing Credit Agreement. The Borrower may also request the addition of up to$75.0 million of additional term loan and/or revolving commitments under the Amended Credit Agreement. The obligations of the Borrower under the term loan facility and the revolving credit facility are guaranteed by Holdings and secured by substantially all assets of Holdings and the Borrower. Borrowings under the Amended Credit Agreement will bear interest at a rate equal to, at the option the Borrower, theLondon interbank offered rate plus an applicable margin, with a floor of 0.00%, or base rate plus an applicable margin. The applicable margins will be based on the Borrower's consolidated total net leverage ratio as calculated under the terms of the Amended Credit Agreement (the "Leverage Ratio") for the prior fiscal quarter and range from 2.00% to 2.75% with respect to theLondon interbank offered rate and 1.00% and 1.75% with respect to the base rate. Loans under the Amended Credit Agreement may be prepaid, at the option of the Borrower, at any time without premium. Loans under the Amended Credit Agreement are required to be prepaid from time to time with the proceeds of non-ordinary course asset sales and casualty and condemnation events in excess of$5.0 million in any fiscal year, the proceeds of indebtedness not permitted under the Amended Credit Agreement and a percentage (ranging from 0% to 50%, depending on the Leverage Ratio) of excess cash flow of the Borrower and its subsidiaries at the end of each fiscal year of the Borrower (beginning with the fiscal year endingDecember 31, 2022 ). Loans under the term loan facility and the revolving credit facility will mature onJuly 29, 2026 . Loans under the term loan facility will amortize quarterly, beginning withDecember 31, 2021 and ending withJune 30, 2026 , by an amount equal to 1.25% of the aggregate outstanding principal amount of the term loans initially made. The Amended Credit Agreement contains customary affirmative and negative covenants and default provisions.
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The foregoing description of the First Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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ITEM 9.01 - Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 First Amendment dated as ofJuly 29, 2021 , amongQuoteLab, LLC ,QL Holdings LLC, the Lenders party thereto, theIssuing Bank party thereto andJPMorgan Chase Bank, N.A ., as Administrative Agent.
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