ZeroFox Holdings, Inc.: debt financing — ZeroFox closes LookingGlass acquisition; amends Stifel loan to $22.5M, extends maturity to 2025

ZeroFox Holdings, Inc.

Completed acquisition of LookingGlass Cyber Solutions on April 21, 2023 (announced April 17).
Stifel loan facility increased to $22.5M; borrowed additional $7.5M; maturity extended to June 30, 2025.
New liquidity covenant: cash at Stifel plus 50% of trade receivables to debt ratio >=1.5; minimum $17.5M unrestricted cash at Stifel.
Issued warrant to Stifel Bank for 128,676 shares at $1.36/share, expiring April 21, 2033.
Renewed HQ lease (with related party, CEO James Foster) for 3 years; base rent $27,083/month with 3% annual increase.

item 1.01 item 2.03 item 3.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

ZeroFox Holdings, Inc. amended credit facility of increase the aggregate borrowing limit thereunder to $22.5 million with Stifel Bank maturing extend the maturity date to June 30, 2025.

Instrument: credit facility
Principal: increase the aggregate borrowing limit thereunder to $22.5 million
Counterparty: Stifel Bank
Maturity: extend the maturity date to June 30, 2025
Event: amendment

Exact text from the filing

On April 21, 2023, ZeroFox, Inc., as borrower (“ZFI”), and ZeroFox Holdings, Inc. (the “Company”) and its other subsidiaries, as guarantors, entered into a seventh amendment (the “Stifel LSA Amendment”) to the loan and security agreement with Stifel Bank which, among other things will increase the aggregate borrowing limit thereunder to $22.5 million and extend the maturity date to June 30, 2025.

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

ZeroFox Holdings, Inc. incurred term loan of borrowed an additional $7.5 million with Stifel Bank.

Instrument: term loan
Principal: borrowed an additional $7.5 million
Counterparty: Stifel Bank
Event: incurrence

Exact text from the filing

On April 21, 2023, ZFI borrowed an additional $7.5 million under the facility and increased its aggregate borrowings under the facility to $22.5 million.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ZeroFox Holdings, Inc. amended Lease Amendment with 1830 Charles Street LLC valued at $27,083.33 per month (effective 2023-04-21).

Action: amendment
Agreement: lease
Counterparty: 1830 Charles Street LLC
Value: $27,083.33 per month
Effective: 2023-04-21

Exact text from the filing

Following such approval by the Audit Committee, the parties entered into Amendment No. 2 to Lease Agreement on April 21, 2023 (the “Lease Amendment”) which extends the HQ Lease for an additional three (3) year term to expire on February 28, 2026.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ZeroFox Holdings, Inc. amended Stifel LSA Amendment with Stifel Bank valued at $22.5 million (effective 2023-04-21).

Action: amendment
Agreement: credit facility
Counterparty: Stifel Bank
Value: $22.5 million
Effective: 2023-04-21

Exact text from the filing

On April 21, 2023, ZeroFox, Inc., as borrower (“ZFI”), and ZeroFox Holdings, Inc. (the “Company”) and its other subsidiaries, as guarantors, entered into a seventh amendment (the “Stifel LSA Amendment”) to the loan and security agreement with Stifel Bank which, among other things will increase the aggregate borrowing limit thereunder to $22.5 million and extend the maturity date to June 30, 2025.

View on SEC.gov

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Source: SEC EDGAR

accession 0000950170-23-014131

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