ACI Worldwide Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
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Item 1.01. Entry into a Material Definitive Agreement.
On June 18, 2025, ACI Worldwide, Inc. (the “Company”), ACI Worldwide Corp. (“ACI Worldwide”) and ACI Payments, Inc. (“ACI Payments”) entered into a Lender Addition and Acknowledgement Agreement with Bank of America, N.A., as administrative agent and incremental term A-2 lender, and BofA Securities, Inc. (or any of its designated affiliates), as the sole lead arranger and sole bookrunner, (the “Agreement”) to supplement the Second Amended and Restated Credit Agreement, dated as of April 5, 2019 (as amended, restated, supplemented or otherwise modified from time to time, including by the Agreement, the “Credit Agreement”) among the Company, ACI Worldwide, ACI Payments, Bank of America, N.A., as administrative agent and the lenders party thereto from time to time.
The Agreement supplements the Credit Agreement to, amongst other things, provide for incremental term loans in an aggregate principal amount of $200,000,000 (the “Incremental Term Loan”). The proceeds of the Incremental Term Loan borrowing under the Credit Agreement, together with cash on hand and the proceeds of a revolving loan borrowing under the Credit Agreement, were used to redeem in full, on June 20, 2025, the $400,000,000 aggregate principal amount of 5.750% Senior Notes of the Company due 2026 in accordance with the Indenture, dated as of August 21, 2018, and to pay the fees and expenses incurred in connection with such redemption and the entry into the Agreement.
A borrowing under the Incremental Term Loan bears interest at a rate per annum equal to Term SOFR for the applicable interest period relevant to such borrowing plus an applicable margin. The applicable margin for the borrowing under the Incremental Term Loan is, based on the calculation of the consolidated total leverage ratio, between 1.5% and 2.5%.
The foregoing description of the Agreement does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K 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 included in Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Lender Addition and Acknowledgement Agreement, dated June 18, 2025, by and among ACI Worldwide, Inc., ACI Worldwide Corp., ACI Payments, Inc., Bank of America, N.A. and BofA Securities, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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 thereunto duly authorized.
| ACI WORLDWIDE, INC. (Registrant) | ||||||
| Date: June 20, 2025 | By: | /s/ DENNIS P. BYRNES | ||||
| Dennis P. Byrnes | ||||||
| Executive Vice President and General Counsel | ||||||