Item 1.01 Entry into a Material Definitive
Agreement.
First Lien Notes
On June 16, 2022, Parent and Purchaser (together with Parent,
the “Initial Issuers”) completed a private offering of $750.0 million in aggregate principal amount of their first lien notes
due 2029 (the “Notes”). Purchaser is a wholly-owned subsidiary of Parent, and Parent is a wholly-owned subsidiary of Central
HoldCo Inc., a Delaware corporation (“Holdings”) formed by affiliates of Brookfield Asset Management Inc. and Brookfield Capital
Partners VI L.P. (together, “Brookfield”). In connection with the issuance of the Notes, the Initial Issuers and Holdings
entered into an indenture with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and notes collateral
agent (the “Notes Collateral Agent”), governing the Notes (the “Indenture”).
On July 6, 2022, Purchaser merged with and into the Company (together
with Parent, the “Issuers” or the “Borrowers”), with the Company as the surviving entity in the Merger. In connection
with the Merger, each of the Company’s wholly-owned domestic subsidiaries that guarantee the Issuers’ obligations under the
New Credit Facilities (as defined below) (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”)
and the Trustee and Notes Collateral Agent entered into a supplemental indenture to the Indenture pursuant to which the Subsidiary Guarantors
unconditionally guaranteed the Notes.
The Notes accrue interest at a rate of 7.250% per year from the date
of issuance until maturity or earlier redemption. Interest on the Notes is payable on June 15 and December 15 of each year,
beginning on December 15, 2022. The Notes mature on June 15, 2029.
The Notes are secured by first-priority liens on substantially all
of the assets that secure the Issuers’ and the Guarantors’ obligations under the New Credit Facilities, subject to certain
exceptions and permitted liens.
At any time prior to June 15, 2025, the Issuers have the option
to redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued
and unpaid interest, if any, to the date of redemption and a “make-whole” premium. The Notes are redeemable at the option
of the Issuers, in whole or in part, at any time on or after June 15, 2025, at specified redemption prices, together with accrued
and unpaid interest, if any, to the date of redemption. In addition, the Issuers may redeem (i) up to 40% of the aggregate principal
amount of the Notes before June 15, 2025 with the net cash proceeds from certain equity offerings, (ii) up to 10% of the aggregate
principal amount of the Notes during any 12-month period prior to June 15, 2025 and/or (iii) at one time prior to June 15,
2023, an aggregate principal amount of the Notes not to exceed the proceeds received from any disposition of the Issuers’ non-automotive
Dealer Management System business line, provided that, unless after giving effect to any such redemption all of the outstanding Notes
are being redeemed substantially concurrently, the Issuers may redeem no more than $450.0 million in aggregate principal amount of the
Notes pursuant to clauses (ii) and (iii) above, in each case, at specified redemption prices. Under the terms of the Notes,
certain change of control triggering events will require the Issuers to make an offer to purchase the Notes at a price of 101% of the
principal amount thereof, plus accrued and unpaid interest to the purchase date.
New First Lien Credit Facilities
On July 6, 2022, in connection with the Merger, Holdings and
the Borrowers entered into a first lien credit agreement with Credit Suisse AG, New York Branch, as administrative agent and
collateral agent, and the lenders party thereto (the “First Lien Credit Agreement”), providing for (x) a 7-year,
$3,600.0 million principal amount senior secured U.S. dollar denominated first lien term loan facility (the “New First Lien
Term Loan Facility”) and (y) a 5-year, $650.0 million senior secured revolving credit facility (the “New Revolving
Facility” and together with the New First Lien Term Loan Facility, the “New First Lien Credit Facilities”).
Substantially all of the assets of the Borrowers and the Guarantors are pledged as collateral on a first-priority basis to secure
obligations under the New First Lien Credit Facilities (subject to customary exceptions and permitted liens).
The amortization rate for the New First Lien Term Loan Facility is
1.00% per annum in equal quarterly installments.
The First Lien Credit Agreement includes a financial maintenance covenant,
applicable only to the New Revolving Facility, requiring that, if extensions of credit under the New Revolving Facility exceed a specified
amount as of the last day of the applicable fiscal quarter, the consolidated first lien net leverage ratio of the Company shall not be
greater than 9.47:1.00 as of such day.
Borrowings under the New First Lien Credit Facilities bear
interest at a rate per annum equal to an applicable margin plus, at the Borrowers’ option: (a) for loans denominated in
U.S. dollars, a floating rate of either (1) a base rate determined by reference to the highest of (x) the rate last quoted
by The Wall Street Journal as the U.S. “Prime Rate” in effect on such day, (y) the federal funds effective rate
plus 0.50% per annum or (z) the applicable Secured Overnight Financing Rate (“SOFR”) (subject to the applicable
“floor” of 0.00% per annum for the New Revolving Facility and 0.50% per annum for the New First Lien Term Facility) plus
1.00% per annum; or (2) for term benchmark rate loans, a rate determined by reference to the SOFR rate based on the interest
period of the applicable borrowing (subject to the applicable "floor"); and (b) for loans denominated in any other applicable
currency, the applicable benchmark rate set forth in the First Lien Credit Agreement for such currency (subject to any applicable
“floor”). The applicable interest rate margins for borrowings under the New First Lien Term Loan Facility shall be
either (i) 3.25% or 3.50% per annum for base rate loans or (ii) 4.25% or 4.50% per annum for SOFR and other term benchmark rate
loans, in each case, based on the then applicable consolidated first lien net leverage ratio of the Company. The applicable interest
rate margins for borrowings under the New Revolving Facility range from either (i) 2.50% to 3.00% with respect to base rate and
prime rate loans or (ii) from 3.50% to 4.00% with respect to SOFR and other term benchmark rate loans, in each case, based on the
then applicable consolidated first lien net leverage ratio of the Company.
New Second Lien Credit Facility
On July 6, 2022, in connection with the Merger, Holdings and
the Borrowers entered into a second lien credit agreement with Goldman Sachs Specialty Lending Group, L.P., as administrative agent
and collateral agent, and the lenders party thereto (the “Second Lien Credit Agreement”), providing for an 8-year,
$755.0 million senior secured U.S. dollar denominated second lien term loan facility and a $65.0 million delayed draw term loan
facility (the “New Second Lien Term Loan Facility” and together with the New First Lien Credit Facilities, the
“New Credit Facilities”). Substantially all of the assets of the Borrowers and the Guarantors are pledged as collateral
on a second-priority basis to secure obligations under the New Second Lien Credit Facility (subject to customary exceptions and
permitted liens).
Borrowings under the New Second Lien Term Loan Facility bear interest
at a rate per annum equal to an applicable margin plus, at the Borrowers’ option, (a) for base rate loans, a base rate determined
by reference to the highest of (1) the rate last quoted by The Wall Street Journal as the U.S. “Prime Rate” in effect
on such day, (2) the federal funds effective rate plus 0.50% per annum or (3) the applicable SOFR (which shall not be less than
the 0.75% per annum “floor”) plus 1.00% per annum and (b) for term rate loans, the SOFR rate based on the interest period
of the applicable borrowing (subject to the 0.75% per annum “floor”).
The First Lien Credit Agreement and the Second Lien Credit Agreement
include customary covenants, including, among others, limitations on the ability of the Company and its subsidiaries to: incur indebtedness;
pay dividends on capital stock or redeem, repurchase or retire capital stock or certain junior indebtedness; make investments, loans,
advances and acquisitions; enter into agreements with negative pledge clauses; engage in transactions with affiliates; sell or dispose
of assets; make certain fundamental changes; and create liens.
The
proceeds of the Notes and the borrowings under the New Credit Facilities, together with equity contributions from funds affiliated with
Brookfield, were used to (1) pay the cash consideration for the Merger, (2) repay all amounts outstanding under the Revolving
Credit Agreement, dated as of May 24, 2021 (as amended, restated, extended, supplemented, increased or otherwise modified
in writing from time to time, the “Existing Credit Agreement”), among the Company, the borrowing subsidiaries of the Company
party thereto from time to time, the lenders party thereto and Bank of America, N.A. as administrative agent, (3) pay the cash consideration
for the Debt Tender Offers (as defined below) and (4) pay fees and expenses related to the foregoing. Any remaining amount will be
used for general corporate purposes.