This record is sourced from an 8-K that PowerSchool filed with the SEC, dated for the event of July 31, 2023 and filed August 4, 2023, describing the credit agreement amendment and the incremental term loans. At the time of filing, the amendment had already been executed and the incremental loans incurred; this exhibit does not separately restate the terms or closing status of the underlying SchoolMessenger acquisition.
Barclays Bank PLC served as administrative agent for the credit facility supporting this financing, a role carried over from the original First Lien Credit Agreement dated August 1, 2018: the amendment was entered into "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." No separate M&A financial advisor is named in this filing, since the exhibit concerns only the debt financing mechanics rather than the acquisition agreement itself.
No legal advisors are disclosed in this 8-K.
On deal structure, the incremental term loans were issued on the same terms as, and are treated as a single fungible class with, the existing term loans under the facility, guaranteed by Holdings, each borrower (other than for its own obligations) and each subsidiary guarantor, with substantially all assets of the borrowers and guarantors pledged as collateral.
Not disclosed in this exhibit: the purchase price or any other financial terms of the underlying SchoolMessenger acquisition, the identity of any financial or legal advisor on the SchoolMessenger M&A transaction itself, the interest rate or maturity terms of the new incremental term loans, and the closing date of the SchoolMessenger acquisition.