DHI GROUP, INC. : Entering a Material Definitive Agreement, Terminating a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure, Financial Statements and parts (Form 8-K)

SECTION 1.01. CONCLUSION OF A DEFINITIVE MATERIAL AGREEMENT.

On June 10, 2022, DHI Group, Inc. (the company”), Dice Inc. and Dice Career Solutions, Inc. (collectively, the “Borrowers”), as Borrowers, have entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”) between the various lenders parties thereto (collectively, the “Lenders “), JPMorgan Chase Bank, North America., as administrative agent, Bank of America, North America. and BMO Harris Bank NA., as co-syndication agents and TD Bank, North America., and Citizens Bank, North America as co-documentation agents, with JPMorgan Chase Bank, North America.; BofA Securities, Inc.; and BMO Harris Bank NA. as joint bookrunners and co-managers. The obligations of the borrowers under the credit agreement are guaranteed by one of the Company’s wholly-owned subsidiaries, Targeted Career Fairs, Inc., and secured by substantially all of the assets of the borrowers and the guarantor. Capitalized terms not defined herein have the meaning given to them in the Credit Agreement.

The credit agreement provides for a revolving facility of $100 million ripen the June 10, 2027 (the “Revolving Facility”). At the closing of the Credit Agreement, the Borrowers borrowed $30 million under the Revolving Credit Facility to repay in full all outstanding indebtedness, including accrued interest, under the Prior Credit Agreement (as defined in Section 1.02 below).

Borrowings under the credit agreement bear interest, at the option of the Company, at the SOFR rate or at the prime rate plus a margin. The margin varies from 2.00% to 2.75% on SOFR and RFR loans and from 1.00% to 1.75% on base rate loans, determined by the Company’s latest 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. Restrictive covenants include, but are not limited to, restrictions on incurring certain privileges; make certain payments, such as share buybacks and dividend payments; make certain investments; make certain acquisitions; and incur certain additional debts. The Credit Agreement also provides that payment of the Obligations may be accelerated in the event of customary default, including, but not limited to, non-payment, change of control or insolvency.

The interest rates and covenants of the credit agreement are substantially consistent with the prior amended and restated credit agreement and the revolving credit facility may be prepaid at any time without penalty.

The above 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 as an attachment to the company’s quarterly report. on Form 10-Q for the quarter ending
June 30, 2022.

SECTION 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On June 10, 2022the company used $30 million borrowings under the revolving credit facility to repay in full all outstanding indebtedness, including accrued interest, under the foregoing amended and restated credit agreement, dated
November 14, 2018 and modified June 22, 2021 by and among DHI Group, Inc., Dice Inc. and Dice Career Solutions, Inc.as borrowers, eFinancialCareers, Inc. and
Targeted Career Fairs, Inc.as guarantors, the lenders sometimes being parties and JPMorgan Chase Bank, North America., as administrative agent of the lenders (the “Advance Credit Agreement”). The prior credit agreement was terminated upon repayment of the outstanding debt.

ARTICLE 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

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The disclosure set out in item 1.01 above regarding entering into the Credit Agreement is incorporated herein by reference.

ARTICLE 7.01 RULES FD DISCLOSURE.

On June 13, 2022the Company has issued a press release announcing its entering 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 Section 7.01 of this Current Report on Form 8-K is provided pursuant to Section 7.01 of Form 8-K and is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act. of 1934, as amended (the “Exchange Act”), or otherwise subject to the obligations of that section, and shall not be deemed incorporated by reference in any of the documents filed by the Company under the Securities Act of 1933 , as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any language of general incorporation in such filings, except to the extent expressly set forth by specific reference in such filing. . The filing of this Section 7.01 of this Current Report on Form 8-K should not be construed as an admission as to the materiality of any information herein which is required to be disclosed solely by reason of the FD Rules.

SECTION 9.01. FINANCIAL STATEMENTS AND RECORDS.


(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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