OpenTable (OPEN) Enters $50M Revolving Facility
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On January 10, 2013, OpenTable, Inc. (Nasdaq: OPEN) entered into a credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association (the “Lender”). The Credit Agreement provides for a senior secured revolving credit facility of $50 million (the “Revolving Facility”), for working capital and other general corporate purposes, and with a three year maturity (January 10, 2016). No drawings were made under the Revolving Facility on the closing date of the Credit Agreement.
The obligations of the Borrower under the Credit Agreement are guaranteed by all direct and indirect domestic subsidiaries of the Borrower (collectively, the “Guarantors”, and together with the Borrower, the “Credit Parties”), and are secured, pursuant to a collateral agreement, by a first priority security interest in substantially all of the assets of the Credit Parties (other than intellectual property and 35% of the voting stock of foreign subsidiaries directly owned by Credit Parties), including a pledge of the capital stock holdings of certain direct subsidiaries of the Credit Parties (the “Collateral Agreement”).
Borrowings made under the Credit Agreement bear interest at a rate based on either (a) the London Interbank Offered Rate (“LIBOR”) plus 1.25% or (b) 0.25% plus the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York plus 0.50%, (ii) the Lender’s prime rate and (iii) the daily LIBOR for a one month period plus 1.00%. The default rate is 2.00% above the rate otherwise applicable.
The obligations of the Borrower under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, which includes customary events of default, including payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, a cross-default related to indebtedness in an aggregate amount in excess of $10.0 million, bankruptcy and insolvency related defaults, defaults relating to such matters as the Employee Retirement Income Security Act and certain judgments in excess of $10.0 million and a change of control default. The Credit Agreement contains negative covenants applicable to the Borrower and its subsidiaries, including a financial covenant that, on a consolidated basis, requires the Borrower to maintain a maximum total leverage ratio of 2.00 to 1.00 and a minimum fixed charge coverage ratio of 1.75 to 1.00. The Credit Agreement also contains restrictions on liens, certain investments, indebtedness, fundamental changes to the Borrower’s business, certain dispositions of property, making certain payments (including restrictions on dividends and stock repurchases), entering into new lines of business and transactions with affiliates. As a condition to certain acquisitions, restricted payments, and corporate restructuring activities, the Borrower is required to maintain domestic liquidity of at least $35.0 million. Domestic liquidity under the Credit Agreement means the sum of (a) all unrestricted cash and cash equivalents owned by a domestic Credit Party and held in the United States and (b) availability under the Revolving Facility.
The Revolving Facility may be optionally prepaid and unutilized commitments reduced at any time without premium or penalty. In connection with the Credit Agreement, the Company will pay an unused line fee equal to 0.175% per annum, payable quarterly on the unused amount of revolving credit commitments. To the extent there are letters of credit outstanding under the Credit Agreement, the Borrower will pay the Lender a letter of credit fee at a rate equal to 1.25% per annum.
The obligations of the Borrower under the Credit Agreement are guaranteed by all direct and indirect domestic subsidiaries of the Borrower (collectively, the “Guarantors”, and together with the Borrower, the “Credit Parties”), and are secured, pursuant to a collateral agreement, by a first priority security interest in substantially all of the assets of the Credit Parties (other than intellectual property and 35% of the voting stock of foreign subsidiaries directly owned by Credit Parties), including a pledge of the capital stock holdings of certain direct subsidiaries of the Credit Parties (the “Collateral Agreement”).
Borrowings made under the Credit Agreement bear interest at a rate based on either (a) the London Interbank Offered Rate (“LIBOR”) plus 1.25% or (b) 0.25% plus the highest of (i) the Federal Funds Rate, as published by the Federal Reserve Bank of New York plus 0.50%, (ii) the Lender’s prime rate and (iii) the daily LIBOR for a one month period plus 1.00%. The default rate is 2.00% above the rate otherwise applicable.
The obligations of the Borrower under the Credit Agreement may be accelerated upon the occurrence of an event of default under the Credit Agreement, which includes customary events of default, including payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, a cross-default related to indebtedness in an aggregate amount in excess of $10.0 million, bankruptcy and insolvency related defaults, defaults relating to such matters as the Employee Retirement Income Security Act and certain judgments in excess of $10.0 million and a change of control default. The Credit Agreement contains negative covenants applicable to the Borrower and its subsidiaries, including a financial covenant that, on a consolidated basis, requires the Borrower to maintain a maximum total leverage ratio of 2.00 to 1.00 and a minimum fixed charge coverage ratio of 1.75 to 1.00. The Credit Agreement also contains restrictions on liens, certain investments, indebtedness, fundamental changes to the Borrower’s business, certain dispositions of property, making certain payments (including restrictions on dividends and stock repurchases), entering into new lines of business and transactions with affiliates. As a condition to certain acquisitions, restricted payments, and corporate restructuring activities, the Borrower is required to maintain domestic liquidity of at least $35.0 million. Domestic liquidity under the Credit Agreement means the sum of (a) all unrestricted cash and cash equivalents owned by a domestic Credit Party and held in the United States and (b) availability under the Revolving Facility.
The Revolving Facility may be optionally prepaid and unutilized commitments reduced at any time without premium or penalty. In connection with the Credit Agreement, the Company will pay an unused line fee equal to 0.175% per annum, payable quarterly on the unused amount of revolving credit commitments. To the extent there are letters of credit outstanding under the Credit Agreement, the Borrower will pay the Lender a letter of credit fee at a rate equal to 1.25% per annum.
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