Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Revolving Credit Facility
As
previously disclosed, on June 23, 2016, Insight Enterprises, Inc. (Insight) entered into a fourth amended and restated credit agreement (as so amended and restated, the Credit Agreement) with JPMorgan Chase Bank, N.A.,
as Administrative Agent (the Agent), the lenders party thereto and certain of Insights foreign subsidiaries as additional borrowers (the Additional Borrowers), which Credit Agreement provides for a revolving credit
facility.
On January 6, 2017, Insight entered into Amendment No. 1 to the Credit Agreement (the Amendment, and the Credit
Agreement amended by the Amendment, the Amended Credit Agreement) with the Agent, the lenders party thereto and the Additional Borrowers. The Amendment provides for an incremental senior secured term loan facility in the aggregate amount
of $175 million (the Term Loan Facility). The Term Loan Facility is guaranteed by Insights material domestic subsidiaries (including Datalink Corporation upon consummation of the Merger described in Item 2.01 below), and is secured
by a lien on substantially all of Insights and each such guarantors assets, subject to intercreditor arrangements as to priority and distribution entered into among the Agent, agents under the Amended Channel Finance Credit
Agreement (as defined below) and Insights receivables purchase agreement, and lenders party to certain of Insights other vendor financing facilities. The interest rates applicable to borrowings under the Term Loan Facility are based on
the leverage ratio of Insight as set forth on a pricing grid in the Amended Credit Agreement. The loans outstanding under the Term Loan Facility will be subject to scheduled quarterly repayments and certain mandatory prepayments as set forth in the
Amended Credit Agreement. The Term Loan Facility matures on June 23, 2021. The net proceeds of the Term Loan Facility were applied to pay the purchase price under the Merger Agreement described in Item 2.01 below.
The foregoing descriptions of the Amendment are not complete and are qualified in their entirety by reference to the Amendment, a copy of
which will be filed with the Form 10-K for the period ending December 31, 2016.
Amendment to Channel Finance Facility
Also on June 23, 2016, as previously disclosed, certain subsidiaries of Insight (collectively, the Prior Resellers) entered
into a second amended and restated credit agreement (as so amended and restated, the Channel Finance Credit Agreement) with Castle Pines Capital LLC, as administrative agent, or as a lender, as the context may require (CPC),
Wells Fargo Capital Finance, LLC (WFCF), as collateral agent, syndication agent and, together with CPC, administrative agents, and the lenders party thereto.
On January 6, 2017, Insight, the Prior Resellers, Datalink Corporation (together with the Prior Resellers, the Resellers),
CPC, WFCF and certain lenders entered into
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the Second Omnibus Reaffirmation Agreement, Amendment and Joinder to Loan Documents (the Reaffirmation, and the Channel Finance Credit Agreement as amended by the Reaffirmation, the
Amended Channel Finance Credit Agreement). The channel finance facility is guaranteed by Insight and each of its material domestic subsidiaries, and is secured by a lien on substantially all of Insights, each Resellers and
each such guarantors assets (excluding equity interests in foreign subsidiaries), subject to the intercreditor arrangements described above. The channel finance facility matures on June 23, 2021. Pursuant to the Reaffirmation, Datalink
Corporation joins as a Reseller under the Amended Channel Finance Credit Agreement and the prior obligations of Datalink Corporation under its existing channel finance facility with CPC are rolled into the obligations under the Amended Channel
Finance Credit Agreement.
The foregoing description of the Reaffirmation is not complete and is qualified in its entirety by reference to
the Reaffirmation, a copy of which will be filed with the Form 10-K for the period ending December 31, 2016.