Item 1.01. Entry into a Material Definitive Agreement.
Amendment, Incremental Agreement and Reaffirmation
On
The Amendment, among other things, provides for additional term loans in an
aggregate principal amount equal to
The New Loans and the existing loans under the tranche B-3 term facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 5.25% to 6.75% per annum, and loans under the revolving credit facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 4.75% to 6.25% per annum. A SOFR floor of 1.00% will apply to the New Loans and each of the tranche B-3 term facility and the revolving credit facility.
The revolving credit facility will automatically terminate on
The foregoing description of the provisions of the Amendment is summary in nature and is qualified in its entirety by reference to the full and complete terms of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 2.05. Costs Associated with Exit or Disposal Activities.
The Company is moving to a global, customer needs-driven operating model to
accelerate growth. This approach will align and intensify our entire
organizational focus around meeting customers' needs in our global and
multinational (GMN), and small and medium-sized enterprises (SME) portfolios.
These changes will better position us for accelerated growth, drive consistency,
increase efficiencies and deliver unrivaled value to our customers. The Company
announced internally the organizational changes on
Cautionary Note Regarding Forward-Looking Statements
Certain statements herein, including with respect to the Amendment and the
reorganization, are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, Section 21E of the Exchange Act of
1934, as amended, and the United States Private Securities Litigation Reform Act
of 1995, as amended. Forward-looking statements provide our current expectations
or forecasts of future events. Forward-looking statements include statements
about our expectations, beliefs, plans, objectives, intentions, assumptions and
other statements that are not historical facts. Words such as "estimates,"
"projected," "expects," "estimated," "anticipates," "suggests," "projects,"
"forecasts," "plans," "intends," "drive," "believes," "seeks," "may," "will,"
"would," "should," "could," "future," "propose," "target," "goal," "objective,"
"outlook" and variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are
outside the control of the parties, that could cause actual results or outcomes
to differ materially from those discussed in the forward-looking statements.
Important factors, among others, that may affect actual results or outcomes
include: (1) changes to projected financial information or our ability to
achieve our anticipated growth rate and execute on market opportunities; (2) our
ability to maintain our existing relationships with customers and suppliers and
to compete with existing and new competitors in existing and new markets and
offerings; (3) various conflicts of interest that could arise among us,
affiliates and investors; (4) our success in retaining or recruiting, or changes
required in, our officers, key employees or directors; (5) intense competition
and competitive pressures from other companies in the industry in which we
operate; (6) factors relating to our business, operations and financial
performance, including market conditions and global and economic factors beyond
our control; (7) the impact of the COVID-19 pandemic,
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description Number 10.1 Amendment, Incremental Agreement and Reaffirmation, dated as ofJanuary 25, 2023 , amongGBT Group Services B.V. , as the borrower, the other loan parties and lenders party thereto, andMorgan Stanley Senior Funding, Inc. , as administrative agent and as collateral agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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