Agilysys Enters Material Agreement, Completes Asset Deal

TL;DR

Agilysys just made a big deal and closed an asset transaction. Watch this space.

AI Summary

On August 16, 2024, Agilysys, Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also incurred a direct financial obligation or an off-balance sheet arrangement. Specific details regarding the nature of the agreement, the acquisition/disposition, and the financial obligation are not fully elaborated in this initial filing.

Why It Matters

This filing indicates significant corporate activity for Agilysys, Inc., potentially involving mergers, acquisitions, or substantial financial commitments that could impact its future operations and financial structure.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and completion of an acquisition/disposition, which inherently carries risks related to integration, financing, and market reception.

Key Players & Entities

• Agilysys, Inc. (company) — Registrant
• August 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $75 million — l maximum aggregate principal amount of $75 million (the "Revolving Facility"). The Revolvi
• $25 million — nal aggregate principal amount of up to $25 million. On the Credit Agreement Closing Date,
• $50 million — greement Closing Date, the Company drew $50 million on the Revolving Facility (the "Initial
• $150 million — e consideration for the Acquisition was $150 million in cash (USD), subject to certain post-
• $1.5 million — rchase Agreement, the Company held back $1.5 million of the Purchase Price pending finalizat
• $2 million — nts to the Purchase Price and deposited $2 million of the Purchase Price into an escrow ac

Filing Documents

• agys-20240816.htm (8-K) — 77KB
• agys-ex2_1.htm (EX-2.1) — 1104KB
• agys-ex10_1.htm (EX-10.1) — 1550KB
• agys-ex10_2.htm (EX-10.2) — 214KB
• agys-ex99_1.htm (EX-99.1) — 23KB
• img128410533_0.jpg (GRAPHIC) — 44KB
• img128410533_1.jpg (GRAPHIC) — 148KB
• img210102116_0.jpg (GRAPHIC) — 9KB
• 0000950170-24-099141.txt ( ) — 3780KB
• agys-20240816.xsd (EX-101.SCH) — 24KB
• agys-20240816_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Credit and Security Agreements On August 16, 2024 (the "Credit Agreement Closing Date"), Agilysys, Inc. (the "Company") entered into a credit agreement (the "Credit Agreement") with the lenders party thereto (collectively, the "Lenders") and Bank of America, N.A., as lender and administrative agent (in such capacity, the "Agent"). The Credit Agreement provides for a revolving credit facility in the initial maximum aggregate principal amount of $75 million (the "Revolving Facility"). The Revolving Facility includes the ability for the Company to request an increase to the commitments under the Revolving Facility by an additional aggregate principal amount of up to $25 million. On the Credit Agreement Closing Date, the Company drew $50 million on the Revolving Facility (the "Initial Revolving Loan"), the proceeds of which were used to fund the Acquisition (as defined below). A summary of the other material terms of the Credit Agreement are set forth below. Interest Rate and Fees The Initial Revolving Loan bears interest at the SOFR Daily Floating Rate (as defined in the Credit Agreement), plus an initial margin of 1.625%, which such margin is subject to adjustment as of each fiscal quarter end within the ranges set forth below for SOFR Daily Floating Rate Loans. For any additional loans under the Revolving Facility, interest on the outstanding principal amount of such loans will accrue at a per annum rate equal to (i) the Base Rate, the Term SOFR Rate, or the SOFR Daily Floating Rate, as applicable and each as defined in the Credit Agreement, (ii) plus, in each case, an applicable margin. The applicable margins are based on the Company's Consolidated Leverage Ratio (as such term is defined in the Credit Agreement, the "Consolidated Leverage Ratio") as of each fiscal quarter end. With respect to the Revolving Facility, the applicable margin ranges from 1.5% to 2.125% in the case of Term SOFR Loans and SO

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The closing of the Acquisition contemplated by the Purchase Agreement occurred on the Effective Date. The information set forth above under Item 1.01 of this Current Report on Form 8-K regarding the Purchase Agreement is incorporated by reference into this Item 2.01. 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 regarding the Credit Agreement is incorporated by reference into this Item 2.03.

01 Other Events

Item 8.01 Other Events. On August 20, 2024, the Company issued a press release announcing the acquisition of all of the outstanding equity of Book4Time, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Businesses or Funds Acquired. The Company has determined that the financial statements contemplated by Item 9.01 of Form 8-K are not required to be reported by Form 8-K with respect to the Acquisition. (b) Pro Forma Financial Information. The Company has determined that the pro forma financial information contemplated by Item 9.01 of Form 8-K is not required to be reported by Form 8-K with respect to the Acquisition. (d) Exhibits. The following items are filed as exhibits to this current report on Form 8-K: Exhibit Number Description 2.1*+ Share Purchase Agreement, dated August 20, 2024, by and among Agilysys, Inc., 1496458 B.C. Ltd., Book4Time Parent, Inc., 1494084 B.C. Ltd., 1494085 B.C. Ltd., the seller parties thereto, Qianqian (Tim) Chen, solely for purposes of certain sections designated therein, and Roger Sholanki and Serent Capital Partners IV, LP, solely in their capacity as the representative, agent and attorney-in-fact of the sellers and for purposes of certain sections designated therein. 10.1* Credit Agreement, dated August 16, 2024, by and among Agilysys, Inc., the lender parties thereto, and Bank of America, N.A., as administrative agent. 10.2* Security and Pledge Agreement, dated August 16, 2024, by and among Agilysys, Inc., the guarantors parties thereto, and Bank of America, N.A., as administrative agent. 99.1 Press Release issued by Agilysys, Inc. on August 20, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. + Certain portions of this exhibit have been omitted in accordance with Item 601(b)(2)(ii) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of this

SIGNATURES

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. AGILYSYS, INC. Date: August 20, 2024 By: /s/ William David Wood III William David Wood III Chief Financial Officer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR