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Margin Loan Facility
Valor Buyer LP has entered into Margin Loan Agreement dated as of April 8, 2021 (as amended from time to time, the Margin Loan Agreement) with
the lenders party thereto (each, a Lender and collectively, the Lenders), Bank of Montreal, Chicago Branch, as Administrative Agent, JPMorgan Chase Bank, N.A., as Calculation Agent and, solely for purposes of Articles 3, 5
and 6 thereof, Valor Buyer GP LLC, as Borrowers general partner
In connection with the Margin Loan Agreement, the Issuer has entered into issuer
agreements dated as of April 9, 2021, with each Lender, respectively (together, the Issuer Agreements and together with the Margin Loan Agreement and each agreement or instrument delivered pursuant to the foregoing, including the
security documentation delivered in connection therewith, the Margin Loan Documentation). Pursuant to the Margin Loan Documentation, Valor Buyer LPs obligations are secured by pledges of the Series A Preferred Stock, the Series B
Preferred Stock and associated ancillary rights (together, the Pledged Stock).
On April 9, 2021, Valor Buyer LP borrowed an aggregate of
$221,776,439 under the Margin Loan Agreement. Valor Buyer LP will use the proceeds of the margin loan for general corporate purposes (including, without limitation, to make distributions or payments to its direct and indirect equityholders, to repay
in full the indebtedness outstanding under Valor Buyer LPs existing margin loan agreement and to pay fees and expenses in connection with the foregoing).
The loans under the Margin Loan Agreement will mature on or about April 9, 2024 or, at the election of Valor Buyer LP, on or about April 9, 2025 or
April 9, 2026. Upon the occurrence of certain events that are customary for these types of margin loans, the Lenders may exercise their rights to require Valor Buyer LP to prepay the margin loan or post additional collateral, and the Lenders
may exercise their rights to foreclose on, and dispose of, the Pledged Stock and related collateral, in each case in accordance with the Margin Loan Documentation.
The foregoing description of the terms of the Margin Loan Agreement and the transactions contemplated thereby does not purport to be complete and is subject
to, and qualified in its entirety by, the full text of the Margin Loan Agreement and the exhibits thereto, which is attached hereto as Exhibit 8, and is incorporated herein by reference.
Item 7 is hereby amended by the replacement and addition of the following exhibits:
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Exhibit
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Description
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Exhibit 1
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Joint Filing Agreement, dated as of June 12, 2020 among the Reporting Persons.
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Exhibit 2
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Directors and Executive Officers of Reporting Persons.
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Exhibit 7
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Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock of the Issuer
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Exhibit 8
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Margin Loan Agreement
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