| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 31, 2023, PowerSchool Holdings, LLC (f/k/a Severin Holdings, LLC) (“Holdings”), Severin Acquisition, LLC (the “Top Borrower”) and PeopleAdmin, LLC (the “PA Borrower” and together with the Top Borrower, the “Borrowers”), each a wholly-owned subsidiary of PowerSchool Holdings, Inc. (the “Company”), entered into the Incremental Term Facility Amendment No. 5 to the First Lien Credit Agreement (“Amendment No. 5”), by and among Holdings, the Borrowers, the subsidiaries of the Company party thereto (the “Subsidiary Guarantors”), Barclays Bank PLC, as the administrative agent, and the lenders party thereto, which Amendment No. 5 amends that certain First Lien Credit Agreement, dated as of August 1, 2018, among Holdings, the Borrowers, the Subsidiary Guarantors party thereto, Barclays Bank PLC, as the administrative agent, and the lenders and other parties thereto (as amended by that certain Incremental Term Facility Amendment No. 1, dated as of November 22, 2019, that certain Incremental Amendment No. 2, dated as of November 25, 2020, that certain Incremental and Refinancing Amendment No. 3, dated as of March 30, 2021, that certain Amendment No. 4, dated as of September 16, 2022, and Amendment No. 5, the “First Lien Credit Agreement”). Pursuant to Amendment No. 5, the Borrowers incurred an additional $100 million aggregate principal amount of incremental term loans (the “Incremental Term Loans”) under its term loan facility (the “Term Loan Facility”). The Incremental Term Loans are on the same terms as the existing term loans under the Term Loan Facility, and the Incremental Term Loans and the existing term loans under the Term Loan Facility are treated as a single fungible class of term loans. The Incremental Term Loans are guaranteed by Holdings, each Borrower (except with respect to its own obligations) and each Subsidiary Guarantor. Holdings, the Borrowers and the Subsidiary Guarantors have pledged substantially all of their assets as collateral for loans and other credit extensions under the First Lien Credit Agreement, including the Incremental Term Loans. The Borrowers expect to use the proceeds of the Incremental Term Loans to finance the Company’s previously announced acquisition of SchoolMessenger.
The foregoing description of Amendment No. 5 and the related Incremental Term Loans does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 5, which is attached hereto as Exhibit 10.1 and is 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 information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit No. | | Description |
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| 10.1 | | Incremental Term Facility Amendment No. 5, dated as of July 31, 2023, by and among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), Severin Acquisition, LLC, PeopleAdmin, LLC, certain Restricted Subsidiaries from time to time designated thereunder as Co-Borrowers, the Subsidiary Guarantors party thereto, the lenders party thereto and Barclays Bank PLC, as administrative agent, relating to the First Lien Credit Agreement, dated as of August 1, 2018 (as amended), among PowerSchool Holdings LLC (f/k/a Severin Holdings, LLC), Severin Acquisition, LLC, PeopleAdmin, LLC, certain Restricted Subsidiaries from time to time designated thereunder as Co-Borrowers, the several banks, financial institutions, institutional investors and other entities from time to time party thereto as Lenders and the Administrative Agent. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
