Upland Software Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
$UPLD
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On July 25, 2025 (the “Closing Date”), Upland Software, Inc. (“Upland”) and certain of its subsidiaries (together with Upland, the “Companies”) entered into a Credit Agreement (the “Credit Agreement”) with the lenders party thereto and private credit direct lender Sound Point Capital, as administrative agent.
The Credit Agreement established a new senior secured term loan facility in an aggregate principal amount of $240 million (the “Term Loan”). On the Closing Date, Upland used the proceeds from the Term Loan, together with cash on hand, to redeem all of the $258 million outstanding aggregate principal amount of Upland’s previous senior secured credit facility.
The Term Loan will mature on July 25, 2031 and bear an interest rate of the secured overnight financing rate, which shall not be less than 1.50%, plus a margin of 6.00% per annum (with step downs and a potential step up at specified leverage levels). The Term Loan also includes (i) a covenant tested quarterly which limits the consolidated secured leverage ratio to 6.0 to 1.0 or under and (ii) certain other changes to the terms of the Credit Agreement, including with respect to certain negative covenants. Payments on the Term Loan will be due quarterly in amounts equal to (a) 2.50% per annum of the original principal amount of the Term Loan commencing beginning December 31, 2025 through September 30, 2026, (b) 1.75% per annum of the original principal amount of the Term Loan commencing December 31, 2026 through September 30, 2027, and (c) 1.00% per annum of the original principal amount of the Term Loan commencing December 31, 2027 and continuing each fiscal quarter thereafter, with the balance payable on the final maturity date.
In addition to the Term Loan, the Credit Agreement provides for a $30 million senior secured revolving credit facility (the “Revolving Facility” and together with the Term Loan, the “Credit Facilities”). The Revolving Facility will mature on July 25, 2031 and will bear the same interest rate as the Term Loan. The Revolving Facility will be subject to the same covenants and terms as the Term Loan. The proceeds of loans under the Revolving Facility will be used by Upland from time to time after the Closing Date for working capital and other general corporate purposes.
The Credit Agreement contains customary representations, warranties, affirmative and negative covenants, including a financial covenant, and events of default. Obligations under the Credit Agreement are secured by substantially all of the Company’s assets, subject to certain exclusions.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 2.03. Creation of Direct Financial Obligation.
The information included under Item 1.01 above regarding the Credit Agreement is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On July 28, 2025, Upland issued a press release announcing that it had closed the Credit Agreement. The press release is filed hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) Exhibits. | ||||||||
Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL | |||||||
* Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Upland Software, Inc. hereby undertakes to furnish supplemental copies of such schedules and attachments to the Securities and Exchange Commission upon request.
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.
| UPLAND SOFTWARE, INC. | |||||
| By: | /s/ Michael D. Hill | ||||
| Michael D. Hill Chief Financial Officer | |||||
Date: July 28, 2025 | |||||