UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
On November 14, 2022, Envestnet, Inc. (“Envestnet”) and certain of its subsidiaries entered into a First Amendment to Third Amended and Restated Credit Agreement (the “Amendment”) with a group of banks, for which Bank of Montreal is acting as administrative agent (the “Administrative Agent”). The Amendment amends the Third Amended and Restated Credit Agreement, dated as of February 4, 2022 (the “Credit Agreement”), by and among Envestnet, the guarantors party thereto, the banks party thereto and the Administrative Agent.
The Amendment amended certain provisions under the Credit Agreement to (i) permit Envestnet to enter into derivative transactions relating to Envestnet’s common stock in connection with the issuance of any convertible indebtedness permitted to be incurred under the Credit Agreement and (ii) eliminate the testing of the liquidity covenant on March 31, 2023.
The foregoing description of the Amendment does not purport to be complete and is qualified, in its entirety, by reference to the Amendment, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 8.01 Other Events.
On November 15, 2022, Envestnet issued a press release announcing the pricing of its previously announced offering of $500 million aggregate principal amount of 2.625% convertible notes due 2027 (the “Notes”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Envestnet also granted the initial purchasers of the Notes an option to purchase up to an additional $75 million aggregate principal amount of Notes solely to cover overallotments.
As required by Rule 135c under the Securities Act, a copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | First Amendment, dated as of November 14, 2022, to Third Amended And Restated Credit Agreement, dated as of February 4, 2022, in each case, by and among Envestnet, the Guarantors party thereto, the Lenders party thereto and Bank of Montreal as Administrative Agent. | |
| 99.1 | Press Release, dated November 15, 2022, Announcing the Pricing of the Offering of the Notes. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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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.
| ENVESTNET, INC. | ||
| By: | /s/ Shelly O’Brien | |
| Name: Shelly O’Brien | ||
| Title: Chief Legal Officer, General Counsel and Corporate Secretary | ||
Date: November 15, 2022
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