CONCENTRIX CORP: entering into a material definitive agreement, completing the acquisition or disposal of assets, creating a direct financial obligation or obligation under a registrant’s off-balance sheet arrangement, disclosure of the FD regulation, financial statements and supporting documents (form 8- K)


Article 1.01. The conclusion of an important definitive agreement.

In connection with the closing of the acquisition of ProKarma Holdings Inc., a
Delaware company (“PK”) (as indicated in point 2.01 below), the December 27, 2021, Concentrix Corporation (the “Company”) entered into an addendum to its credit agreement dated October 16, 2020 (the “Credit Agreement”), with the lenders who are parties to it, Bank of America, NA., as an administrative agent, and some we subsidiaries of the Company, as guarantors (the “Amendment”).

Among other things, the Addendum amends the Credit Agreement (as amended, the “Amended Credit Agreement”) (i) to fully refinance the existing term loan under the Credit Agreement with a new term loan, which has been fully advanced, in the total principal amount of $ 2.1 billion (the “New Term Loan”), (ii) to increase the revolving loan commitment (the “Revolver”) of lenders under the Credit Agreement in order to $ 1.0 billion, (iii) extend the maturity of the Credit Agreement to December 27, 2026, (iv) replace LIBOR with SOFR (the guaranteed overnight funding rate) as the main reference rate used to calculate interest on loans under the Credit Agreement, and (v) modify the commission of commitment on the unused portion of the Revolver and the margins exceeding the reference rates at which borrowings under the Credit Agreement bear interest. Substantially all of the proceeds from the new term loan were used to repay the existing term loan under the credit agreement and to finance the acquisition of PK, including the repayment of certain debts of PK and the payment of debts. related costs and expenses.

Borrowings under the Rider Credit Agreement bear interest, in the case of borrowings at the SOFR rate, at an annual rate equal to the applicable SOFR rate (but not less than 0.0%), increased by an adjustment between 0 , 10% and 0.25% depending on the interest period of each SOFR loan, plus an applicable margin, which varies from 1.25% to 2.00%, depending on the consolidated leverage ratio of the Company. Loans under the Amended Credit Agreement that are not SOFR rate loans bear interest at an annual rate equal to (i) the greater of (a) the Federal Funds rate in effect on that day plus 1/2 of 1.00%, (b) the last interest rate publicly announced by Bank of America as its “prime rate” and (c) the SOFR forward rate plus 1.00%, plus (ii) an applicable margin, which varies from 0.25% to 1.00%, based on the ratio consolidated leverage of the Company. As amended, the commitment fee on the unused portion of the Revolver ranges from 22.5 to 30 basis points, also based on the Company’s consolidated leverage ratio.

Start August 31, 2022, the unpaid principal of the new term loan is payable in quarterly installments of $ 26.25 million with the unpaid balance due in full by the due date.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated in this Section 1.01 by reference.

Article 2.01. Completion of the acquisition or disposal of assets.

At December 27, 2021, the Company has completed the previously announced acquisition of PK. The acquisition was completed in accordance with the terms and conditions of the Agreement and the Merger Plan, dated November 19, 2021, by and among the Company,
CNXC Fusion Sub, Inc., a Delaware Company and the Company’s wholly owned subsidiary (“Merger Sub”), PK, and Carlyle Partners VI Holdings, LP, a
Delaware limited partnership, as representative of the holders of PK securities, since this agreement and this merger plan were amended on 20 December 2021 (as amended, the “Merger Agreement”). The Acquisition was completed by the merger of Merger Sub with and into PK (the “Merger”), PK surviving as a wholly owned subsidiary of the Company, for merger consideration of approximately $ 1.6 billion cash, up or down for certain adjustments set out in the merger agreement, including a calculation of target net working capital, and assumption of certain outstanding PK stock options .

In accordance with the terms and subject to the conditions set out in the Merger Agreement, upon the Merger, each issued and outstanding common share of PK immediately before the Effective Time (as defined in the Merger Agreement ) (except for ordinary shares Shares held by the Company, Merger Sub, PK or any of their respective subsidiaries) and each PK Restricted Share Unit (“RSU”) issued and outstanding immediately prior to Time was canceled and converted to the right to receive (x) a cash amount at closing equal to the estimated merger consideration per share, plus (y) the amount, if any, of certain payments post-closing to holders of PK securities who have become payable for this ordinary PK or PK RSU share in accordance with the

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Merger agreement. In accordance with the terms and subject to the conditions set out in the Merger Agreement, each option to purchase shares of PK outstanding immediately before the Effective Time that has vested or vested as a result of the Merger and which had an exercise price lower than the estimated price per share of the merger consideration, immediately before the entry into force of the merger, with the exception of the stock options of PK which were assumed by the Company in accordance with the merger agreement, has been automatically canceled and converted into a right to receive (x) a cash amount equal to the product (i) of the number of ordinary shares of PK subject to such an option purchase of shares and (ii) the difference between the exercise price of that stock option and the estimated merger consideration per share, plus (y) the amount, if any certain post-closing payments to holders of PK securities which have become due in respect of e this option to purchase shares in accordance with the merger agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and Plan, which has been filed as Exhibit 2.1 of the current Form Report. 8-K filed by the Company on November 24, 2021, and the First Amendment to the Merger Agreement and Plan, which was filed as Exhibit 2.1 of the current report on Form 8-K filed by the company on 23 December 2021, each of which is incorporated in this Section 2.01 by reference.

Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.

The information set out in Section 1.01 of this current report on Form 8-K is incorporated in this Section 2.03 by reference.

Article 7.01. FD Regulation Disclosure. At December 27, 2021, the Company issued a press release announcing the closing of the acquisition of PK. A copy of the press release is provided attached as Exhibit 99.1 and incorporated into this Section 7.01 by reference.

Article 9.01. Financial statements and supporting documents.

    Exhibit No.            Description
        10.1                 First Amendment to Credit Agreement and Joinder Agreement, dated as of
                           December 27, 2021, by and among Concentrix Corporation, the subsidiaries
                           of Concentrix Corporation named therein, the lenders party thereto, and
                           Bank of America, N.A., as administrative agent.
        99.1                 Press release issued by Concentrix Corporation on December 27, 2021.
        104                Cover Page Interactive Data File (embedded within the Inline XBRL
                           document).




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