nCino Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$NCNO
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-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): October 28, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission file number) | (IRS Employer | ||||||||||||||||||
| incorporation) | Identification No.) | |||||||||||||||||||
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s Telephone Number, Including Area Code: (888 ) 676-2466
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 Rule 12b-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 October 28, 2024, nCino, Inc. (the “Company”) entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, nCino OpCo, Inc. (the “Borrower”), certain subsidiaries of the Company as guarantors, the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent (the “Agent”), pursuant to which the Lenders are providing to the Borrower a senior secured revolving credit facility of up to $250,000,000 (the “Credit Facility”). The Credit Facility includes borrowing capacity available for letters of credit subject to a sublimit of $45,000,000. Any issuance of letters of credit will reduce the amount available under the Credit Facility.
Borrowings under the Credit Facility bear interest, at the Borrower’s option, at: (i) a base rate equal to the greatest of (a) the Agent’s “prime rate”, (b) the federal funds rate plus 0.50%, and (c) the Term SOFR rate plus 1.00% (provided that the base rate shall not be less than 0.00%), plus a margin of 1.00%; or (ii) the Term SOFR rate (provided that the Term SOFR shall not be less than 0.00%), plus a margin of 2.00%, in each case with such margin subject to step ups based on certain leverage ratios. The Company is also required to pay an unused commitment fee to the Lenders of 0.25% of the average daily unutilized commitments (with step ups based on certain leverage ratios). The Company must also pay customary letter of credit fees.
Borrowings under the Credit Facility are scheduled to mature on October 28, 2029, and the Company may repay amounts borrowed any time without penalty. Borrowings under the Credit Facility may be reborrowed.
The Credit Agreement contains representations and warranties, affirmative, negative and financial covenants, and events of default that are customary for loans of this type. The financial covenant requires the Company and its subsidiaries on a consolidated basis to maintain (i) a Consolidated Total Leverage Ratio not in excess of 4.00:1.00 as of the end of any fiscal quarter and (ii) a Consolidated Interest Coverage Ratio not less than 3.00:1.00 as of the end of any fiscal quarter, commencing with the fiscal quarter ending January 31, 2025.
The Credit Facility is guaranteed by the Company and each of its current and future material domestic subsidiaries (the “Guarantors”) and secured by substantially all of the personal property, subject to customary exceptions, of the Borrower and the Guarantors, in each case, now owned or later acquired, including a pledge of all of the Borrower’s capital stock, the capital stock of all of the Company’s domestic subsidiaries and 65% of the capital stock of foreign subsidiaries that are directly owned by the Borrower or a Guarantor.
A copy of the Credit Agreement is filed with this report as Exhibit 10.1 and is hereby incorporated by reference herein. The foregoing summary of the Credit Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Credit Agreement.
In connection with the Credit Facility, the Borrower terminated its existing credit agreement, dated as of February 11, 2022, by and among the Borrower, the Company, the other guarantors party thereto, and the Agent.
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 under Item 1.01 of this 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release, dated October 30, 2024, related to the FullCircl acquisition described below. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On October 29, 2024, the Company entered into a Share Purchase Agreement (the "SPA") to acquire Artesian Solutions Limited (trading as FullCircl), a private limited company incorporated under the laws of England and Wales ("FullCircl), a company that offers a Customer Lifecycle Intelligence (CLI) platform for B2B companies in financially regulated industries. The acquisition is expected to close on or about November 4, 2024 (the "Closing"). A portion of the funds available under the Credit Agreement will be used to fund the purchase price. The purchase price for FullCircl is One Hundred Thirty-five Million Dollar ($135,000,000) in cash, subject to customary adjustments (the "Purchase Price"). Fifteen Million Dollars ($15,000,000) of the Purchase Price will be retained by
the Company for two years following the Closing as security for the performance of certain warranties and covenants arising under the SPA.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | ||||
| 10.1 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| nCino, Inc. | |||||||||||
| Date: October 30, 2024 | By: | /s/ Gregory D. Orenstein | |||||||||
| Gregory D. Orenstein | |||||||||||
| Chief Financial Officer & Treasurer | |||||||||||