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 December 30, 2024, certain subsidiaries of Waystar Holding Corp. (the “Company”) entered into the Tenth Amendment (“Amendment No. 10”) to the First Lien Credit Agreement, dated as of October 22, 2019 (as amended by the First Amendment thereto, dated as of December 2, 2019, the Second Amendment thereto, dated as of September 23, 2020, the Third Amendment thereto, dated as of March 24, 2021, the Fourth Amendment thereto, dated as of August 24, 2021, the Fifth Amendment thereto, dated as of June 1, 2023, the Sixth Amendment thereto, dated as of June 23, 2023, the Seventh Amendment thereto, dated as of October 6, 2023, the Eighth Amendment thereto, dated as of February 9, 2024, and the Ninth Amendment thereto, dated as of June 27, 2024, and as further amended, restated, supplemented, or otherwise modified from time to time prior to the date of Amendment No. 10, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by Amendment No. 10, the “Credit Agreement”), among Waystar Technologies, Inc. as borrower (the “Borrower”), Waystar Intermediate, Inc. and certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto.
Pursuant to Amendment No. 10, among other things, (a) the Borrower’s $1,166,772,750 aggregate outstanding principal amount of term loans under the Existing Credit Agreement (the “Existing Term Loans”) were fully refinanced with replacement term loans (“Term Loans”) bearing reduced interest at a rate per annum equal to, at the election of the Borrower, either (i) Adjusted Term SOFR (as defined in the Credit Agreement) subject to a floor of 0.00%, plus an applicable rate of 2.25% (compared to the previous applicable rate of 2.75%) or (ii) the Alternate Base Rate (as defined in the Credit Agreement) subject to a floor of 1.00%, plus an applicable rate of 1.25% (compared to the previous applicable rate of 1.75%), (b) the maximum borrowing capacity under the revolving credit facility under the Credit Agreement (the “Revolving Credit Facility”), was increased from $342.5 million to $400.0 million and (c) the interest rates under the Revolving Credit Facility were reduced to (i) Adjusted Term SOFR, plus an initial applicable rate of 1.75% (compared to the previous applicable rate of 2.25%) with adjustments to an applicable rate between 1.75% and 2.50% and (ii) the Alternate Base Rate, plus an initial applicable rate of 0.75% (compared to the previous applicable rate of 1.25%) with adjustments to an applicable rate between 0.75% and 1.50%. Such adjustments will depend on the achievement of certain leverage ratios specified in the Credit Agreement.
In the event that, on or prior to the date that is six (6) months after the closing date with respect to Amendment No. 10, the Borrower effects a Repricing Transaction (as defined in the Credit Agreement) with respect to the Term Loans, the aggregate principal amount of Term Loans subject to such Repricing Transaction shall be subject to a customary 1.00% premium.
Except as otherwise described above, the Term Loans and the Revolving Credit Facility are subject to substantially similar terms relating to maturity date, guarantees, collateral, mandatory prepayments, and covenants that were applicable to the Existing Term Loans and the Revolving Credit Facility, respectively, under the Existing Credit Agreement. There was no change to the Company’s outstanding indebtedness in connection with Amendment No. 10.
The foregoing description of Amendment No. 10 is a summary and is qualified in its entirety by reference to Amendment No. 10, a copy of which is attached hereto as Exhibit 10.1 and which is 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 set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 10, dated as of December 30, 2024, to the First Lien Credit Agreement, among Waystar Technologies, Inc., as Borrower, Waystar Intermediate, Inc. and certain subsidiaries of the Borrower as guarantors, JPMorgan Chase Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, and the other parties and lenders party thereto. | |
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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 by the undersigned hereunto duly authorized.
| Date: December 30, 2024 | Waystar Holding Corp. | |
| By: | /s/ Matthew R. A. Heiman | |
| Name: | Matthew R. A. Heiman | |
| Title: | Chief Legal and Administrative Officer | |