UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 21, 2023
PROS Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware |
| (State or Other Jurisdiction of Incorporation) |
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| 001-33554 | | | | 76-0168604 |
| (Commission File Number) | | | | (IRS Employer Identification No.) |
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| 3200 Kirby Drive, Suite 600 | Houston | TX | | | | | 77098 | |
| (Address of Principal Executive Offices) | | | | | (Zip Code) | |
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| Registrant’s telephone number, including area code | (713) | 335-5151 | |
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| (Former Name or Former 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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common stock $0.001 par value per share | | PRO | | New York Stock Exchange |
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. o
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| Item 1.01 | Entry Into a Material Definitive Agreement |
On July 21, 2023, PROS Holdings, Inc. (the "Company"), through its wholly owned subsidiary PROS, Inc, and certain other subsidiaries of the Company, as guarantors, entered into a secured Credit Agreement (the "Credit Agreement") with Texas Capital Bank, as administrative agent.
The Credit Agreement is for a three-year term. The Credit Agreement provides for a $50.0 million revolving line of credit, none of which was drawn as of July 24, 2023. Borrowings under the Credit Agreement generally bear interest at the 30-day secured overnight financing rate ("SOFR") plus an applicable margin of 4.25%.
The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including covenants which restrict the ability of the Company, PROS, Inc. or any subsidiaries of the Company 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 Credit Agreement contains certain financial covenants which become effective in the event the Company's liquidity (as defined in the Credit Agreement) falls below a certain level.
The 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 Credit Agreement and acceleration of repayment obligations with respect to any outstanding principal amounts.
The foregoing description of the credit facility provided under the Credit Agreement is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this report on SEC Form 8-K and is 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 above in Item 1.01 of this 8-K is hereby incorporated by reference into this Item 2.03.
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| Item 9.01 | Financial Statements and 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, hereunto duly authorized.
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| PROS HOLDINGS, INC. |
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| Date: July 24, 2023 | | /s/ Damian W. Olthoff |
| | Damian W. Olthoff |
| | General Counsel and Secretary |
