ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 10, 2022, DHI Group, Inc. (the “Company”), Dice Inc. and Dice Career
Solutions, Inc. (collectively, the “Borrowers”), as borrowers, entered into a
Third Amended and Restated Credit Agreement (the “Credit Agreement”) among the
various lenders party thereto (collectively, the “Lenders”), JPMorgan Chase
Bank, N.A., as administrative agent, Bank of America, N.A. and BMO Harris Bank
N.A., as co-syndication agents and TD Bank, N.A., and Citizens Bank, N.A. as
co-documentation agents, with JPMorgan Chase Bank, N.A.; BofA Securities, Inc.;
and BMO Harris Bank N.A. as joint bookrunners and joint lead arrangers. The
Borrowers’ obligations under the Credit Agreement are guaranteed by one of the
Company’s wholly-owned subsidiaries, Targeted Job Fairs, Inc., and secured by
substantially all of the assets of the Borrowers and the guarantor. Terms that
are capitalized but not defined herein have the meanings given to them in the
Credit Agreement.
The Credit Agreement provides for a revolving facility of $100 million maturing
on June 10, 2027 (the “Revolving Facility”). At the closing of the Credit
Agreement, the Borrowers borrowed $30 million under the Revolving Facility to
repay, in full, all outstanding indebtedness, including accrued interest, under
the Prior Credit Agreement (as defined in Item 1.02 below).
Borrowings under the Credit Agreement bear interest, at the Company’s option, at
a SOFR rate or base rate plus a margin. The margin ranges from 2.00% to 2.75% on
SOFR and RFR loans and 1.00% to 1.75% on base rate loans, determined by the
Company’s most recent consolidated leverage ratio.
The Credit Agreement contains various customary affirmative and negative
covenants and also contains certain financial covenants, including a maximum
consolidated leverage ratio and a maximum consolidated interest coverage ratio.
Negative covenants include, but are not limited to, restrictions on incurring
certain liens; making certain payments, like stock repurchases and dividend
payments; making certain investments; making certain acquisitions; and incurring
certain additional indebtedness. The Credit Agreement also provides that the
payment of obligations may be accelerated upon the occurrence of customary
events of default, including, but not limited to, non-payment, change of
control, or insolvency.
Interest rates and covenants in the Credit Agreement are substantially
consistent with the previous amended and restated credit agreement and the
Revolving Facility may be prepaid at any time without penalty.
The foregoing description of the Credit Agreement is a summary and does not
contain all of the exceptions and qualifications that may apply and is qualified
in its entirety by the full text of the Credit Agreement, which will be filed as
an exhibit to the Company’s quarterly report on form 10-Q for the quarter ending
June 30, 2022.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On June 10, 2022, the Company used $30 million of borrowings under the Revolving
Facility to repay in full all outstanding indebtedness, including accrued
interest, under the previous amended and restated credit agreement, dated as of
November 14, 2018 and amended June 22, 2021 by and among DHI Group, Inc., Dice
Inc. and Dice Career Solutions, Inc., as borrowers, eFinancialCareers, Inc. and
Targeted Job Fairs, Inc., as guarantors, the lenders from time to time party
thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders
(the “Prior Credit Agreement”). The Prior Credit Agreement was terminated upon
repayment of the outstanding indebtedness.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
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The disclosure set forth in Item 1.01 above with respect to the entry into the
Credit Agreement is incorporated by reference herein.
ITEM 7.01 REGULATION FD DISCLOSURE.
On June 13, 2022, the Company issued a press release announcing its entry into
the Credit Agreement, a copy of which is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in this Item 7.01 of this Current Report on Form 8-K
is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference into any of the
Company’s filings under the Securities Act of 1933, as amended, or the Exchange
Act, whether made before or after the date hereof and regardless of any general
incorporation language in such filings, except to the extent expressly set forth
by specific reference in such a filing. The filing of this Item 7.01 of this
Current Report on Form 8-K shall not be deemed an admission as to the
materiality of any information herein that is required to be disclosed solely by
reason of Regulation FD.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a)Financial Statements of Business Acquired. Not applicable. (b)Pro Forma Financial Information. Not applicable. (c)Shell Company Transactions. Not applicable. (d)Exhibits. EXHIBIT NO. DESCRIPTION 99.1 Press Release, dated June 13, 2022 104 Cover Page Interactive Data File (embedded within the inline XBRL)
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