Item 1.01 Entry into a Material Definitive Agreement
On July 10, 2024 (the “Effective Date”), GoodRx, Inc. (“GoodRx”), an indirect wholly-owned subsidiary of GoodRx
Holdings, Inc. (the “Company”), entered into the Sixth Amendment to First Lien Credit Agreement (the “Sixth Amendment”),
by and among GoodRx, as borrower, GoodRx Intermediate Holdings, LLC (“Intermediate Holdings”) and the other
guarantors party thereto (collectively, together with GoodRx and Intermediate Holdings, the “Loan Parties”), Barclays Bank
PLC, as administrative agent, and the lenders and other parties party thereto, in order to amend its First Lien Credit
Agreement, dated as of October 12, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) to, among other things, (i) establish a new tranche of term loan commitments in an aggregate principal
amount of $500.0 million (the “2024 Term Loan Facility” and the loans thereunder, the “2024 Term Loans”) with a maturity
date of July 10, 2029, (ii) extend the maturity date of $88.0 million of the total $100.0 million existing revolving credit facility
(the “Revolving Credit Facility”) under the Credit Agreement to April 10, 2029 and (iii) modify certain covenants.
Concurrently with the closing of the Sixth Amendment, we repaid in full all term loans outstanding under the Credit
Agreement immediately prior to the Effective Date (the “Existing Term Loans”) by borrowing the full amount available under
the 2024 Term Loan Facility and using all of the proceeds thereof and an additional $167.2 million from cash on hand to
satisfy (either in cash or via conversion) all of the outstanding obligations related to the Existing Term Loans and to pay all
premiums, fees and expenses in connection with the foregoing transactions.
The Credit Agreement contains certain affirmative and negative covenants, including, among other things, restrictions
on indebtedness, liens, fundamental changes, investments, asset sales, repurchases of stock, dividends and other
distributions. GoodRx is restricted from making dividend payments, loans or advances to Intermediate Holdings and the
Company, subject to limited exceptions. Under the Credit Agreement, GoodRx is also subject to a financial covenant
whereby GoodRx is required to maintain a First Lien Net Leverage Ratio (as defined in the Credit Agreement) not to exceed
8.2 to 1.0 in the event that the amounts outstanding under the Revolving Credit Facility exceed a specified percentage of the
commitments under the Revolving Credit Facility as of the last day of each applicable fiscal quarter. In addition, the Credit
Agreement contains customary representations and warranties and events of default. In the case of an event of default, the
applicable lenders may terminate the commitments under the 2024 Term Loan Facility and Revolving Credit Facility and
require immediate repayment of all outstanding borrowings and the cash collateralization of all outstanding letters of credit.
Such termination and acceleration will occur automatically in the event of certain bankruptcy events.
The obligations of GoodRx, as the borrower under the Credit Agreement, are guaranteed by Intermediate Holdings
and each of GoodRx’s direct and indirect wholly-owned domestic subsidiaries. The 2024 Term Loan Facility and the
Revolving Credit Facility are secured, subject to certain exceptions, by a first-priority security interest on substantially all of
the assets of GoodRx and the other Loan Parties, including 100% of the equity interest of GoodRx.
2024 Term Loan Facility
Borrowings under the 2024 Term Loan Facility bear interest, at GoodRx’s option, at either (i) a term rate based on the
Secured Overnight Financing Rate, subject to a “floor” of 0.00%, plus a margin of 3.75%; or (ii) an alternate base rate plus a
margin of 2.75%. The 2024 Term Loans were funded with an original issue discount at 99.0% of the principal amount
thereof. The 2024 Term Loan Facility requires quarterly principal payments equal to 0.25% of the original principal amount
borrowed beginning with the second full fiscal quarter ending after the Effective Date, with any remaining unpaid principal
and any accrued and unpaid interest due on the maturity date of July 10, 2029.
GoodRx may make voluntary prepayments of the 2024 Term Loans from time to time, and GoodRx is required in
certain instances related to asset dispositions, casualty events, non-permitted debt issuances and annual excess cash flow,
to make mandatory prepayments of the 2024 Term Loans. Certain prepayments are subject to a prepayment premium of
1.00% of the principal amount being prepaid if occurring prior to January 10, 2025.
Revolving Credit Facility
No incremental borrowings under the Revolving Credit Facility were made by GoodRx at the closing of the Sixth
Amendment. Other than the extension of the maturity date to April 10, 2029, all provisions relating to interests, fees,
prepayment and repayment of the Revolving Credit Facility were unchanged by the Sixth Amendment. The $12.0 million of
revolving commitments not subject to the maturity extension will terminate on July 11, 2025.
Certain lenders party to the Credit Agreement and their affiliates have engaged in, and may in the future engage in,
investment banking and other commercial dealings in the ordinary course of business with the Company, its subsidiaries