secwatch / observer
8-K filed February 1, 2024, 6:59 PM ET CIK 0001841804
M&A confidence high sentiment neutral materiality 0.75

INSTRUCTURE HOLDINGS, INC.: M&A transaction — Instructure closes acquisition of Parchment for ~$686M; adds 13K credential-management customers

INSTRUCTURE HOLDINGS, INC.

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

INSTRUCTURE HOLDINGS, INC. incurred term loan of $685,000,000 with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein.

Instrument
term loan
Principal
$685,000,000
Counterparty
JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein
Event
incurrence
Exact text from the filing
the lenders named in the Second Amendment agreed, severally and not jointly, to extend additional 2023 Incremental Term Loans (as defined in the Credit Agreement) (the “2023 Incremental Term Loans”) to the Company under the Credit Agreement in an aggregate principal amount equal to $685,000,000.
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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

INSTRUCTURE HOLDINGS, INC. completed an acquisition involving PCS Holdings, LLC for approximately $686 million, net of repaid indebtedness and transaction expenses (closed 2024-02-01).

Action
acquisition
Counterparty
PCS Holdings, LLC
Consideration
approximately $686 million, net of repaid indebtedness and transaction expenses
Closing
2024-02-01
Exact text from the filing
Term Loans (as defined in the Credit Agreement) (the “2023 Incremental Term Loans”) to the Company under the Credit Agreement in an aggregate principal amount equal to $685,000,000. The Company used the proceeds of the 2023 Incremental Term Loans, borrowed under the Credit Agreement, to finance (i) the cash consideration for the acquisition of PCS Holdings,
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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

INSTRUCTURE HOLDINGS, INC. amended Second Amendment to the Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein valued at $685,000,000 (effective 2024-02-01).

Action
amendment
Agreement
credit facility
Counterparty
JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein
Value
$685,000,000
Effective
2024-02-01
Exact text from the filing
On February 1, 2024, Instructure Holdings, Inc. (the “Company”) entered into the Second Amendment to the Credit Agreement (the “Second Amendment”), which amends that certain Credit Agreement, dated as of October 29, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of June 7, 2023, and as further amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), by and among the Company and certain of its subsidiaries, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders named therein.
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Source: SEC EDGAR
accession 0001193125-24-021865
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