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 August 9, 2024, ExlService Holdings, Inc. (the “Company”) and certain subsidiaries of the Company entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) with Citibank, N.A., as administrative agent, and the lenders party thereto, which amends the Amended and Restated Credit Agreement, dated as April 18, 2022 (as amended, restated, modified or supplemented, including by the Amendment, the “Credit Agreement”) by and among the Company and the other loan parties from time to time party thereto, the lenders from time to time party thereto, and Citibank, N.A., as administrative agent. The purposes of the Amendment are to, among other things, (a) provide for a $100,000,000 increase to the revolving credit commitments available to the Company under the Credit Agreement such that the aggregate amount of revolving credit commitments available to the Company under the Credit Agreement is now equal to $500,000,000 and (b) provide for the issuance of a new term loan facility in the aggregate amount of $100,000,000 with an annual amortization of 5%. The increased credit facility under the Amendment continues to mature on April 18, 2027.
Depending on the type of borrowing, loans under the Credit Agreement bear interest at a rate equal to the alternate base rate or adjusted term SOFR (as such terms are defined in the Credit Agreement), plus, in each case, an applicable margin. The applicable margin for loans is tied to the Company’s total net leverage ratio with respect to loans pegged to the alternate base rate or the adjusted term SOFR.
The Credit Agreement contains customary affirmative and negative covenants, including a requirement to maintain an interest coverage ratio and total net leverage ratio, and customary events of default, the occurrence of which could result in an acceleration of obligations under the Credit Agreement.
Other than in respect of the Credit Agreement and related documents or as previously disclosed by the Company in its filings with the Securities and Exchange Commission, neither the Company nor any of its affiliates have any material relationship with any of the other parties to the Credit Agreement and related documents, other than that each of the lenders has performed, and may in the future perform, various commercial banking, investment banking, underwriting, trust and other financial advisory services for the Company and/or its affiliates, for which it has received, and will receive, only customary fees and expenses, and that from time to time the Company may provide services to one or more lenders in the ordinary course of business.
The foregoing description of the Amendment, and the Credit Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference, and the Credit Agreement, which has been previously filed by the Company.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The discussion in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
| Number | Description | |
| 10.1 | First Amendment to Amended and Restated Credit Agreement, dated August 9, 2024, by and among the Company and the other loan parties party thereto, the lenders party thereto, and Citibank, N.A., as administrative agent. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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.
| EXLSERVICE HOLDINGS, INC. (Registrant) | ||
| Date: August 15, 2024 | By: | /s/ Ajay Ayyappan |
| Name: | Ajay Ayyappan | |
| Title: | Executive Vice President, General Counsel and Secretary | |