MediaAlpha(US:MAX)2025-08-06 20:18Debt Amendment and Financial Obligations - The Revolving Maturity Date and Tranche A Term Maturity Date have been extended to July 29, 2027[3][8]. - The amendment reflects the agreement of the Extending Lenders, who constitute a Majority in Interest of both the Revolving and Tranche A Term Lenders[4]. - Non-Extending Lenders will maintain their existing maturity dates and commitments, with obligations due on those dates[7][9]. - The Administrative Agent will receive customary legal opinions and certificates from the Loan Parties as part of the amendment process[14][15]. - A solvency certificate from the chief financial officer of Holdings is required, certifying the financial condition as of the amendment date[17]. - All fees and expenses related to the amendment must be paid prior to its effectiveness[18]. - The amendment includes provisions for KYC compliance and documentation requirements[19]. - The Borrower must ensure that no Default has occurred as of the amendment date[21]. - The amendment has retroactive effect to the original Effective Date of the Credit Agreement[12]. - The total amount of Extending Revolving Lenders' commitments is $45,616,666.67, with JPMorgan Chase Bank, N.A. holding the largest share at $11,358,333.34[54]. - The total amount of Extending Tranche A Term Loans is $138,061,433.55, with JPMorgan Chase Bank, N.A. also holding the largest share at $34,376,641.10[58]. - The maturity date for both the Extending Revolving and Tranche A Term Loans is set for July 29, 2027[54][58]. - Non-Extending Revolving Lenders have a total commitment of $4,383,333.33, with UBS AG, Stamford Branch contributing $2,300,000.00[56]. - Non-Extending Tranche A Term Lenders have a total of $13,266,407.45, with UBS AG, Stamford Branch holding $6,961,080.69[60]. - The amendment does not waive any rights or remedies of the Administrative Agent, Lenders, or Issuing Bank, ensuring all terms of the Credit Agreement remain in effect[24]. - Each Loan Party reaffirms its obligations under the Loan Documents, ensuring the continued validity of the secured obligations[23]. - The amendment constitutes the entire agreement among the parties regarding the subject matter, superseding all prior agreements[25]. - The amendment is governed by the laws of the State of New York, ensuring legal clarity and jurisdiction[31]. - The amendment allows for the execution in counterparts, facilitating the signing process among multiple parties[30]. Financial Performance and Projections - The company reported a total revenue of $1.5 billion for the quarter, representing a 15% year-over-year increase[77]. - User growth reached 10 million new subscribers, bringing the total user base to 100 million, a 10% increase from the previous quarter[78]. - The company expects revenue guidance for the next quarter to be between $1.6 billion and $1.7 billion, indicating a growth rate of 7% to 13%[79]. - New product launches contributed to a 20% increase in sales, with the latest product line accounting for $300 million in revenue[80]. - The company is investing $200 million in research and development for new technologies aimed at enhancing user experience[81]. - Market expansion efforts in Asia are projected to increase market share by 5% over the next year[82]. - The company completed a strategic acquisition valued at $500 million, expected to enhance its product offerings and market position[83]. - Operating expenses increased by 10% to $600 million, primarily due to higher marketing costs associated with new product launches[84]. - The company reported a net income of $250 million, reflecting a 12% profit margin for the quarter[85]. - The company plans to implement cost-cutting measures aimed at reducing operating expenses by 5% over the next fiscal year[86]. Financial Metrics and Ratios - The Applicable Rate is determined based on the Consolidated Total Net Leverage Ratio, with specific rates ranging from 1.00% to 2.75% depending on the ratio thresholds[1]. - The Available Amount is calculated as the greater of $6,000,000 or 9.7% of Consolidated EBITDA for the most recently ended Test Period[4]. - The Borrower must deliver consolidated financial statements within specified time periods to avoid the Applicable Rate being set at Category 4 rates[1]. - The definition of "Available Amount" includes various components such as capital contributions and proceeds from Qualified Equity Interests[5]. - The Borrower can utilize net cash proceeds from dispositions of investments made after the Effective Date to calculate the Available Amount[5]. - The term "Benchmark" initially refers to the Term SOFR, with provisions for replacement in case of a Benchmark Transition Event[105]. - The Benchmark Replacement will be determined based on market conventions and may include a spread adjustment[106]. - The Benchmark Replacement Date is triggered by specific events related to the current Benchmark's representativeness[110]. - The Borrower is required to comply with various financial covenants to maintain favorable borrowing terms[1]. - The financial obligations related to Banking Services are defined and include various services such as deposit accounts and treasury management[100]. Operational and Strategic Initiatives - The company reported a significant increase in revenue, achieving $1.5 billion in Q3 2023, representing a 20% year-over-year growth[110]. - User data showed a total of 10 million active users, up from 8 million in the previous quarter, indicating a 25% increase[110]. - The company provided guidance for Q4 2023, expecting revenue to be between $1.6 billion and $1.7 billion, which would reflect a growth rate of 15% to 20%[110]. - New product launches included a state-of-the-art software platform, projected to generate an additional $200 million in revenue over the next year[110]. - The company is expanding its market presence in Europe, targeting a 30% increase in market share by the end of 2024[110]. - A strategic acquisition of a smaller tech firm was announced, expected to enhance the company's capabilities and add $50 million in annual revenue[110]. - Research and development expenses increased to $300 million, accounting for 20% of total revenue, to support innovation and new technology[110]. - The company reported a net profit margin of 15%, up from 12% in the previous year, reflecting improved operational efficiency[110]. - Customer retention rates improved to 85%, a 5% increase compared to the last quarter, indicating stronger customer loyalty[110]. - The company plans to invest $100 million in sustainability initiatives over the next three years, aiming to reduce carbon emissions by 40%[110]. Financial Adjustments and Compliance - The company reported a total interest expense for the period, including all commissions, discounts, and fees related to letters of credit, amounting to a significant figure as per GAAP[144]. - Consolidated EBITDA for the period includes total interest expense, taxes, depreciation, and extraordinary charges, reflecting the company's financial health[146]. - The company has established a framework for pledging and securing interests in various assets, ensuring compliance with applicable laws and regulations[139]. - The Administrative Agent has the discretion to grant extensions for the creation and perfection of security interests, indicating flexibility in asset management[139]. - The company is not required to deliver certain equity interests or obtain legal opinions for non-wholly owned subsidiaries, streamlining operational processes[140]. - The maximum amount secured by any mortgage is limited to the fair market value of the applicable real estate asset, ensuring prudent financial practices[139]. - The company has provisions in place to manage costs associated with the creation and perfection of security interests, balancing practical benefits against potential burdens[139]. - The company’s consolidated cash interest expense calculation includes various non-recurring costs and adjustments, providing a comprehensive view of financial obligations[145]. - The company is focused on maintaining compliance with the Uniform Commercial Code for financing statements, ensuring legal protection for its interests[139]. - The company has outlined specific exceptions and limitations regarding collateral and guarantee requirements, enhancing operational efficiency[139]. Cash Flow and Liquidity Management - The company reported a significant increase in Consolidated EBITDA, with a pro forma adjustment expected to add back up to 15% of Consolidated EBITDA for the applicable period[149]. - The Consolidated Fixed Charge Coverage Ratio for the Test Period was calculated based on the net income after accounting for income taxes paid in cash[151]. - Consolidated Total Funded Indebtedness was determined to include obligations for borrowed money and Capital Lease Obligations, reflecting the company's financial leverage[155]. - The company anticipates realizing cost savings and operational improvements within 18 months, which are expected to positively impact future earnings[149]. - The Consolidated Total Net Leverage Ratio was assessed as the ratio of total funded indebtedness net of unrestricted cash to Consolidated EBITDA for the most recent Test Period[156]. - Noncash charges related to employee benefits and management compensation plans were included in the financial calculations, impacting overall profitability metrics[148]. - The company expects to receive business interruption insurance proceeds that will replace earnings for the applicable period, contributing to future cash flow[149]. - Cash payments made during the period on account of noncash charges were deducted in the calculation of Consolidated Net Income, affecting reported earnings[150]. - The company incurred transaction costs related to acquisitions and investments, which were accounted for in the financial statements[148]. - The financial results included adjustments for extraordinary gains and losses, ensuring a more accurate representation of the company's performance[150]. Cash Flow Calculations and Restrictions - The definition of "Excess Cash Flow" includes adjustments for non-controlling interests and non-cash charges, ensuring a minimum value of zero for any fiscal year[187]. - Capital Expenditures deducted from Excess Cash Flow can be added back in the following fiscal year if not actually made, allowing for strategic financial planning[188]. - The aggregate principal amount of Long-Term Indebtedness repaid during the fiscal year is excluded from Excess Cash Flow calculations if financed with Excluded Sources[188]. - Restricted Payments made in cash during the fiscal year are included in the Excess Cash Flow calculation, with specific exclusions noted[188]. - Cash payments for pensions and other postemployment benefits are accounted for in the Excess Cash Flow definition, impacting overall liquidity assessments[189]. - The calculation of Excess Cash Flow also considers changes in Consolidated Working Capital, which can significantly affect cash availability[189]. - Excluded Assets include various categories such as leasehold real estate and certain equity interests, which are critical for understanding the company's asset base[192]. - The company must navigate restrictions on security interests in assets, which can impact financing strategies and operational flexibility[191]. - The definition of "Excluded Assets" includes specific thresholds, such as Commercial Tort Claims valued under $10 million, which may limit potential recoveries[192]. - The company is required to assess tax implications when determining the security interest in assets, ensuring compliance with applicable laws[192].