STARRY GROUP HOLDINGS, INC. Item 1.01 Entry into a Material Agreement.
On
The Tranche D Term Loans incur interest at a rate equal to the London Interbank Offered Rate ("LIBOR"), subject to a floor of 2.0%, plus an applicable margin of 9.0% (with the interest rate capped at 13.25% per annum) and such interest accrues quarterly and will be paid in-kind.
The principal balance of the Tranche D Loans is payable in its entirety at
maturity on
The Tranche D Loans are subject to the same prepayment premiums, covenants, which include certain additional information and access covenants, including a requirement to provide the lenders with a rolling 13-week budget and variance reports, events of default and other terms as the Company's existing Term Loans and are secured by the same collateral.
In connection with the Company's entry into the Ninth Amendment, the Company
entered into a fee letter pursuant to which the Company agreed to pay the
Lenders amendment and facility fees totaling
The amount of the Contingent Value Fee is equal to 9.0% of the transaction consideration payable in connection with a CV Trigger Event (or 4.5% if the Delayed Draw Tranche D Loan is not funded). Transaction consideration includes (i) the total amount of cash and the fair market value of all securities or other property paid or payable to Starry or its subsidiaries (or the holders of equity interests thereof, including options, warrants or convertible securities) in connection with a CV Trigger Event, less (ii) the total amount of all outstanding obligations to the lenders under the Starry Credit Agreement at the time of the consummation of such CV Trigger Event (exclusive of the Contingent Value Fee), less (iii) any ordinary course operating expenses or liabilities as of the consummation of such CV Trigger Event (excluding warrant liabilities, any other equity-linked liabilities or any debt that is subordinated to obligations to the lenders under the Starry Credit Agreement or that is included in a class of liabilities that is junior to general unsecured creditors), less (iv) the reasonable and documented out-of-pocket transaction fees and expenses incurred by Starry or its subsidiaries in connection with such CV Trigger Event. The CV Fee is payable upon consummation of the CV Trigger Event (or with respect to escrowed consideration, contingent consideration or installment payments, the date upon which such consideration is actually paid) and is payable in the same form as is being paid in connection with such CV Trigger Event and, if consisting of more than one form of proceeds, in the same proportion as to each form (but, if different types of consideration are paid in non-identical proportions, then the Contingent Value Fee will consist of cash in the greatest proportion that is being paid).
The foregoing summary of the Ninth Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Ninth Amendment, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
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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 herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description 10.1† Ninth Amendment to Credit Agreement, dated as ofDecember 14, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
† Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish
a copy of all omitted exhibits and schedules to the
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