UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 18, 2022
EXLSERVICE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-33089 | | 82-0572194 |
| | | | | |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | 320 Park Avenue, 29th Floor, New York, New York | | 10022 | |
| | | (Address of principal executive offices) | | (Zip code) | |
Registrant’s telephone number, including area code: (212) 277-7100
NOT APPLICABLE
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
| ¨ | Emerging growth company |
| | |
| ¨ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act |
| Securities registered pursuant to Section 12(b) of the Act: |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.001 par value per share | EXLS | NASDAQ |
Item 1.01. Entry into a Material Definitive Agreement.
On April 18, 2022 (the “Closing Date”), ExlService Holdings, Inc. (the “Company”) and each other Loan Party referred to in the Credit Agreement (as defined below) entered into an Amendment and Restatement Agreement with Citibank, N.A., PNC Bank, National Association, TD Bank, N.A., HSBC Bank USA, National Association, JPMorgan Chase Bank, N.A., Bank of America, N.A. and the other lenders party thereto from time to time, with Citibank, N.A. serving as administrative agent (the “Agreement”), pursuant to which the parties thereto amended and restated the Company’s Credit Agreement, dated as of November 21, 2017, as amended prior to April 18, 2022 (the “Credit Agreement”). The purposes of the Agreement are to, among other things, (a) provide for the issuance of new revolving credit commitments such that the aggregate amount of revolving credit commitments available to the Company is equal to $400,000,000; (b) extend the maturity date thereof from November 21, 2022 to April 18, 2027; and (c) replace LIBOR with SOFR as the reference rate for the US dollar borrowings.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is attached hereto 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 discussion in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | EXLSERVICE HOLDINGS, INC. (Registrant) |
| | | |
| April 20, 2022 | By: | /s/ Ajay Ayyappan |
| | Name: | Ajay Ayyappan |
| | Title: | General Counsel and Corporate Secretary |
