On June 24, 2021, International Money Express, Inc. (the “Company”), along with certain of its domestic subsidiaries as Borrowers, and the other guarantors from time to time party thereto, entered into an Amended and Restated Credit Agreement (the “A&R Credit Agreement”) with KeyBank National Association as administrative agent and L/C issuer, KeyBanc Capital Markets Inc., Regions Capital Markets, BMO Capital Markets Corp., and Silicon Valley Bank, as joint lead arrangers, joint bookrunners and co-syndication agents, Cadence Bank, N.A., First Midwest Bank, Wells Fargo Securities, LLC, and BOFA Securities, Inc., as co-syndication agents, KeyBank National Association, Regions Bank, BMO Harris Bank N.A., Silicon Valley Bank, Cadence Bank N.A., First Midwest Bank, Wells Fargo Bank, N.A., Bank of America, N.A., BOKF, NA dba Bank of Oklahoma and BancAlliance Inc. as lenders and the other lenders from time to time party thereto, which amended and restated in its entirety that certain Credit Agreement, dated November 7, 2018, as amended (the “Original Credit Agreement”), among the parties thereto.
The A&R Credit Agreement provides for a $150 million revolving credit facility, an $87.5 million term loan facility and an uncommitted incremental facility, which may be utilized for additional revolving or term loans, of up to $70 million. The A&R Credit Agreement also provides for the issuance of letters of credit, which would reduce availability under the revolving credit facility. The proceeds of the term loan were used to refinance the $87.5 million principal amount existing term loan under the Original Credit Agreement, and the revolving credit facility is available for working capital, general corporate purposes and to pay fees and expenses in connection with the transaction. The maturity date of the A&R Credit Agreement is June 24, 2026.
At the election of Intermex Wire Transfer, LLC or Intermex Holdings, Inc. (together with Intermex Wire Transfer, LLC, the “Borrowers”), as applicable, interest on the term loan and revolving loans is determined by reference to either LIBOR (subject to replacement) or a “base rate”, in each case plus an applicable margin ranging between 2.50% and 3.00% for LIBOR rate loans and 1.50% to 2.00% for base rate loans based upon the Company’s consolidated leverage ratio, as calculated pursuant to the terms of the A&R Credit Agreement. Interest is payable (x)(i) generally on the last day of each interest period selected for LIBOR loans, but in any event, not less frequently than every three months, and (ii) on the last business day of each quarter for base rate loans and (y) at final maturity. The principal amount of the term loan must be repaid in equal consecutive quarterly installments totaling 5% in years 1 and 2, 7.5% in year 3 and 10% in years 4 and 5, in each case on the last day of each quarter, commencing in September 2021, with a final payment of any remaining unpaid balance due at maturity. The Borrowers are also required to pay a fee on the unused portion of the revolving credit facility equal to 0.35% per annum.
The term loans under the A&R Credit Agreement may be voluntarily prepaid at any time without premium or penalty. Revolving loans may be borrowed, repaid and reborrowed from time to time in accordance with the terms and conditions of the A&R Credit Agreement. The Borrowers are also required to repay the loans upon receipt of net proceeds from certain casualty events, upon the disposition of certain property and upon incurrence of indebtedness not permitted by the A&R Credit Agreement. In addition, the Borrowers are required to make mandatory prepayments annually from excess cash flow if the Company’s consolidated leverage ratio (as calculated under the A&R Credit Agreement) is greater than or equal to 3.0, and the remainder of any such excess cash flow is contributed to the available amount which may be used for a variety of purposes, including investments and distributions.
The A&R Credit Agreement contains customary covenants that limit the Company’s, the Borrowers’ and their subsidiaries’ ability to, among other things, grant liens, incur additional indebtedness, make acquisitions or investments, dispose of certain assets, make dividends and distributions (other than to the Company and certain of its subsidiaries), change the nature of their businesses, enter into certain transactions with affiliates or amend the terms of material indebtedness, in each case subject to certain thresholds and exceptions.
