SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 21, 2021 (the “Effective Date”), Forrester Research, Inc., a Delaware corporation (“Forrester”), and certain of its subsidiaries entered into a first amendment to credit agreement (the “Amendment”), which amends Forrester’s existing credit agreement, dated as of January 3, 2019 (the “Existing Credit Agreement” and the Existing Credit Agreement as amended by the Amendment, the “Amended Credit Agreement”), by and among Forrester, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto. The Existing Credit Agreement was amended to, among other things, (a) increase the aggregate principal amount of revolving credit commitments from $75 million to $150 million and eliminate the existing term loan facility, (b) extend the scheduled maturity date of the revolving credit commitments to December of 2026, (c) reduce (i) the applicable margin with respect to revolving loans to, at Forrester’s option, (i) between 1.25% and 1.75% per annum for loans based on LIBOR and (ii) between 0.25% and 0.75% per annum for loans based on the applicable base rate, in each case, based on Forrester’s consolidated total leverage ratio, (d) reduce the commitment fee applicable to undrawn revolving credit commitments to between 0.30% and 0.20% per annum based on Forrester’s consolidated total leverage ratio, (e) replace the minimum fixed charge coverage ratio financial covenant under the Existing Credit Agreement with a minimum consolidated interest coverage ratio of 3.50:1.00 and (f) include a covenant limiting the amount of capital expenditures made by Forrester in each fiscal year, subject to exceptions for (i) up to $25 million annually with respect to its headquarters property and (ii) an additional general basket of $20 million annually.
Forrester may voluntarily prepay revolving loans under the Amended Credit Agreement at any time and from time to time, without premium or penalty, other than customary breakage reimbursement requirements for LIBOR-based loans. No interim amortization payments are required to be made under the Amended Credit Agreement.
Obligations under the Amended Credit Agreement are unconditionally guaranteed by all of its material wholly-owned domestic subsidiaries (the “Guarantors”) other than certain excluded subsidiaries. Subject to certain customary limitations, the obligations under the Amended Credit Agreement are also secured by a first priority lien on substantially all assets of Forrester and the Guarantors.
The above description of the Amendment is a summary only and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information described under Item 1.01 above is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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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.
| FORRESTER RESEARCH, INC. | ||
| By | /s/ Ryan D. Darrah | |
| Name: | Ryan D. Darrah | |
| Title: | Chief Legal Officer | |
Date: December 22, 2021
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