Item 1.01.
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Entry into a Material Definitive Agreement.
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Amendment to Stock Purchase Agreement
As previously disclosed, on February 4, 2021,
Magnite, Inc., a Delaware corporation (the “Company”) entered into a Stock Purchase Agreement (the “Purchase
Agreement”) with RTL US Holding, Inc., a Delaware corporation (the “Seller”), and, solely for purposes of
Article 6 thereof, RTL Group S.A., a Société Anonyme (“Seller Parent”), providing for the purchase (the
“SpotX Acquisition”) by the Company of all of the issued and outstanding shares of capital stock of SpotX, Inc., a
Delaware corporation and wholly owned subsidiary of the Seller (“SpotX”). As further described in Item 2.01, the Company
completed the acquisition of SpotX on April 30, 2021.
On April 30, 2021, the Company entered into
an amendment (the “Amendment”) to the Purchase Agreement with Seller and Seller Parent, pursuant to which, among other
things, in connection with the Company’s consummation on March 18, 2021 of an offering of $400 million aggregate principal amount
of its 0.25% Convertible Senior Notes due 2026, the parties memorialized the reduction in the amount of the Company’s common stock,
par value $0.00001 per share (“Company Common Stock”), and the corresponding increase in the amount of cash, in each
case payable to the Seller by the Company under the Purchase Agreement, as previously contemplated by the Purchase Agreement. The Amendment
further provides that the closing of the SpotX Acquisition shall take place on April 30, 2021, and adjusts the determination time for
certain closing calculations in connection therewith.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the Amendment, which will be filed as an exhibit to the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
Credit Agreement
On April 30, 2021, the Company entered into
a credit agreement (the “Credit Agreement”) with Goldman Sachs Bank USA as administrative agent and collateral agent,
and other lender parties thereto. The Credit Agreement provides for a $360 million seven-year senior secured term loan facility and a
$52.5 million senior secured revolving credit facility. The proceeds from the term loan facility will be used to finance the SpotX Acquisition
and related transactions, and for general corporate purposes, and the revolving credit facility will be available for general corporate
purposes. The obligations under the Credit Agreement are secured by substantially all of the assets of the Company and those of its subsidiaries
that are guarantors under the Credit Agreement.
Amounts outstanding under the Credit Agreement
accrue interest at a rate equal to either, (1) for the term loans, at the Company’s election, the Eurodollar Rate (as defined in
the Credit Agreement) plus a margin of 5.00% per annum, or ABR (as defined in the Credit Agreement) plus a margin of 4.00%, and (2) for
the revolving loans, at the Company’s election, the Eurodollar Rate plus a margin of 4.25% to 4.75%, or ABR plus a margin of 3.25%
to 3.75%, in each case, depending on the Company’s first lien net leverage ratio.
The covenants of the Credit Agreement include
customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens
and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Credit Agreement contains a financial
covenant, tested on the last day of any fiscal quarter if utilization of the revolving credit facility exceeds 35% of the total revolving
commitments, that requires the Company to maintain a first lien net leverage ratio not greater than 3.25 to 1.00.
The Credit Agreement includes customary events
of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the
loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the Credit Agreement.
The foregoing description is qualified in its
entirety by reference to the Credit Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2021.