UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): November 29, 2017 (November 22, 2017)
INFOR, INC.
(Exact name of registrant as specified in its charter)
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| DELAWARE | | 333-183494-06 | | 01-0924667 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
641 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10011
(Address of principal executive offices) (Zip Code)
(646)336-1700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2b under the Exchange Act (17CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 22, 2017, Infor, Inc. (the “Company”), and Infor (US), Inc., a wholly owned subsidiary of the Company, entered into Amendment No. 9 (the “Amendment”) to the Credit Agreement dated as of April 5, 2012 (as amended from time to time prior to the effectiveness of the Amendment) (the “Credit Agreement”), with Bank of America, N.A., as administrative agent, Bank of America, N.A., as Additional Refinancing Lender (as defined in the Amendment), the other Additional Refinancing Lenders thereto, and the Amendment No. 9 Extending Term Lenders (as defined in the Amendment). The Amendment provides for, among other modifications to the Credit Agreement as set forth therein, the refinancing of all of the Company’s Euro TrancheB-1 Term Loans with new term loans having an aggregate principal amount of € 1,002,000,000 (the “Euro TrancheB-2 Term Loans”). Interest on the Euro TrancheB-2 Term Loans is based on a LIBOR rate plus a margin of 2.25%. The Euro TrancheB-2 Term Loans mature on February 1, 2022. Pursuant to the terms of the Amendment, the Euro TrancheB-2 Term Loans are guaranteed by the Company and certain of the Company’s domestic subsidiaries, and are secured by liens on substantially all of the assets of the Company and the other guarantors. The Company and its restricted subsidiaries are subject to certain other affirmative and negative covenants as set forth in the Amendment and the Credit Agreement.
The foregoing description of the Amendment and the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to: the Amendment, a copy of which is attached to this Current Report on Form8-K as Exhibit 10.1; the Credit Agreement (including Amendment No. 1 thereto), copies of which are attached to the Company’s Current Report on Form8-K, dated as of October 1, 2012, as Exhibits 10.1 and 10.2; Amendment No. 2 thereto, a copy of which is attached to the Company’s Current Report on Form8-K, dated as of June 3, 2013, as Exhibit 10.1; Amendment No. 3 thereto, a copy of which is attached to the Company’s Quarterly Report on Form10-Q, dated as of January 10, 2014, as Exhibit 10.1; Amendment No. 4 thereto, a copy of which is attached to the Company’s Current Report on Form8-K, dated as of January 6, 2014, as Exhibit 10.1; Amendment No. 5 thereto, a copy of which is attached to the Company’s Current Report on Form8-K, dated as of February 4, 2014, as Exhibit 10.1; Amendment No. 6 thereto, a copy of which is attached to the Company’s Current Report on Form8-K, dated as of April 23, 2014, as Exhibit 10.1; Amendment No. 7 thereto, a copy of which is attached to the Company’s Current Report on Form8-K, dated as of August 16, 2016, as Exhibit 10.1; and Amendment No. 8 thereto, a copy of which is attached to the Company’s Current Report on Form8-K, dated as of February 10, 2017, as Exhibit 10.1, in each case, and are incorporated by reference herein.
| Item 2.03. | Creation of a Direct Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The information included under Item 1.01 of this Current Report on Form8-K is incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Amendment No. 9, dated November 22, 2017, between Infor, Inc., Infor (US), Inc., the Subsidiary Loan Parties party thereto, Bank of America, N.A., as Administrative Agent, Bank of America, N.A., as Additional Refinancing Lender, the other Additional Refinancing Lenders party thereto, and the Amendment No. 9 Extending Term Lenders, amending the Credit Agreement, dated as of April 5, 2012, between Infor, Inc., Infor (US), Inc., the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, and other agents and arrangers named therein, as previously amended. |
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INDEX TO EXHIBITS
| | |
Exhibit No. | | Description |
| |
| 10.1 | | Amendment No. 9, dated November 22, 2017, between Infor, Inc., Infor (US), Inc., the Subsidiary Loan Parties party thereto, Bank of America, N.A., as Administrative Agent, Bank of America, N.A., as Additional Refinancing Lender, the other Additional Refinancing Lenders party thereto, and the Amendment No. 9 Extending Term Lenders, amending the Credit Agreement, dated as of April 5, 2012, between Infor, Inc., Infor (US), Inc., the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, and other agents and arrangers named therein, as previously amended. |
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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| | | | | | INFOR, INC. |
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| Date: November 29, 2017 | | | | By: | | /s/ Gregory M. Giangiordano |
| | | | Name: | | Gregory M. Giangiordano |
| | | | Title: | | President |
