AVANTAX, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
The outstanding principal balance of the New Revolver bears interest at the applicable margin plus, at the Company's election, either (i) the Eurodollar Rate (as defined in the Credit Agreement) or (ii) the ABR (as defined in the Credit Agreement). The applicable margin for the New Revolver is dependent on the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement) and ranges (a) for Eurodollar Rate loans, from 2.0% to 2.5% and (b) for ABR loans, from 1.0% to 1.5%. The Company is required to pay a commitment fee on the undrawn commitment under the New Revolver in a percentage that is dependent on the Consolidated First Lien Net Leverage Ratio that ranges from 0.35% to 0.4%.
Pursuant to the Amendment, if the Company's usage of the New Revolver exceeds
30% of the aggregate commitments under the New Revolver on the last day of any
calendar quarter, the Company shall not permit the Consolidated Total Net
Leverage Ratio (as defined in the Credit Agreement) to exceed (i) 4.75 to 1.00
for the period beginning on
Except as described above, the New Revolver has substantially the same terms as the Existing Revolver, including certain covenants and events of default.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
At the close of business on
Proposal One: The stockholders elected 10 directors to serve on the Company's board of directors until the Company's 2022 annual meeting of stockholders, until their successors are duly elected and qualified or until their earlier death, resignation or removal. The votes cast on Proposal One were as follows:
Nominee For Withhold Georganne C. Proctor 22,147,093 484,324 Steven Aldrich 22,198,279 433,138 Mark A. Ernst 39,963,599 1,754,932 E. Carol Hayles 39,119,304 2,599,227 John MacIlwaine 21,773,900 857,517 Tina Perry 39,955,364 1,763,167 Karthik Rao 39,123,945 2,594,586 Jana R. Schreuder 39,126,681 2,591,850 Christopher W. Walters 39,960,016 1,758,515 Mary S. Zappone 22,195,664 435,753 Frederick D. DiSanto 16,865,842 2,221,273 Cindy Schulze Flynn 3,831,232 15,258,883 Robert D. MacKinlay 5,258,843 13,831,272 Kimberly Smith Spacek 3,878,494 15,211,621
Proposal Two: The stockholders ratified, on an advisory (non-binding) basis, the
appointment of
For Against Abstain
41,416,421 147,436 317,259
Proposal Three: The stockholders did not approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers, as disclosed in the proxy statement for the Annual Meeting. The votes cast on Proposal Three were as follows:
For Against Abstain
8,418,649 32,948,321 351,567
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description
10.1 Fifth Amendment to Credit Agreement, dated April 26, 2021 , among
Blucora, Inc. , as borrower, most of its direct and indirect
domestic subsidiaries, as guarantors, JPMorgan Chase Bank, N.A .,
as successor administrative agent and successor collateral agent,
and each lender party to the Fifth Amendment.
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
Document).© Edgar Online, source
