Q2 Holdings Inc.

31/07/2024 | Press release | Distributed by Public on 31/07/2024 21:00

Material Agreement Form 8 K

Item 1.01. Entry Into a Material Definitive Agreement.
On July 29, 2024, Q2 Holdings, Inc. ("Q2") entered into a five-year secured revolving Credit Agreement (the "Revolving Credit Agreement") with Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and Texas Capital Bank.
The Revolving Credit Agreement provides for a $125.0 million revolving line of credit, which may be drawn upon as revolving loans, swingline loans or letter of credit issuances, with sublimits (i) in the case of swingline loans, in an amount up to $20,000,000 and (ii) in the case of letters of credit, in an amount up to $10,000,000. Q2 Software, Inc., a wholly owned subsidiary of Q2, guarantees all of the obligations under the Revolving Credit Agreement, which are also secured by a first priority security interest in substantially all of the assets of Q2 and Q2 Software, Inc. Borrowings under the Revolving Credit Agreement may, at Q2's election, bear interest quarterly at either (a) the base rate plus the applicable margin ("Base Rate Loans"), or (b) the adjusted term secured overnight financing rate (the "SOFR"), plus the applicable margin (the "Adjusted Term SOFR Loans"). The applicable margin ranges from 0.75% to 1.50% per annum for Base Rate Loans and 1.75% to 2.50% per annum for Adjusted Term SOFR loans. A commitment fee accrues at a rate ranging from 0.15% to 0.30% per annum, based on the Q2's consolidated total net leverage ratio, of the average daily unused portion of the commitment of the lenders. As of July 31, 2024, no amounts were drawn under the Revolving Credit Agreement.
The Revolving Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including covenants which restrict the ability of Q2, or any of its subsidiaries to, among other things, create liens, incur additional indebtedness and engage in certain other transactions, in each case subject to certain exclusions. In addition, the Revolving Credit Agreement contains certain financial covenants which become effective in the event Q2's liquidity (as defined in the Revolving Credit Agreement) falls below specified levels.
The Revolving Credit Agreement contains customary events of default relating to, among other things, payment defaults, breach of covenants, cross acceleration to material indebtedness, bankruptcy-related defaults, judgment defaults, and the occurrence of certain change of control events. The occurrence of an event of default may result in the termination of the Revolving Credit Agreement and acceleration of repayment obligations with respect to any outstanding principal amounts.
The foregoing description of the credit facility provided under the Revolving Credit Agreement and the Revolving Credit Agreement itself are only summaries, do not purport to be complete, and is qualified in its entirety by reference to the Revolving Credit Agreement, a copy of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.