Frontdoor, Inc. Files 8-K on Material Agreement & Acquisition

TL;DR

FDTR filed an 8-K: material agreement signed, acquisition complete. Big moves ahead.

AI Summary

On December 19, 2024, Frontdoor, Inc. filed an 8-K report detailing a material definitive agreement and the completion of an acquisition. The filing also indicates the creation of a direct financial obligation for the registrant and includes Regulation FD disclosures and financial statements. The report was filed as of December 19, 2024.

Why It Matters

This 8-K filing signals significant corporate activity for Frontdoor, Inc., including a new material agreement and the completion of an acquisition, which could impact its financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and completion of an acquisition, which are significant events that could introduce new risks or opportunities.

Key Players & Entities

• Frontdoor, Inc. (company) — Registrant
• December 19, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share FTDR The Nasdaq Stock Mar
• $250,000,000 — h commitments in an aggregate amount of $250,000,000 (the " Revolving Facility " and the loa
• $417,750,000 — mpany's existing "term A" facility with $417,750,000 aggregate principal amount of new 5-yea
• $800,000,000 — any's existing "term B" facility with a $800,000,000 aggregate principal amount of new 7-yea
• $585 m — -10 for aggregate cash consideration of $585 million, subject to certain customary adj

Filing Documents

• ftdr-20241218.htm (8-K) — 73KB
• ftdr-ex10_1.htm (EX-10.1) — 2732KB
• ftdr-ex99_1.htm (EX-99.1) — 23KB
• 0000950170-24-138432.txt ( ) — 3287KB
• ftdr-20241218.xsd (EX-101.SCH) — 23KB
• ftdr-20241218_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. Amendment to Senior Secured Credit Facility On December 19, 2024, Frontdoor, Inc. (the " Company ") entered into an amendment (the " Amendment ") to its existing Credit Agreement, dated as of June 17, 2021, among the Company, as borrower, JPMorgan Chase Bank, N.A. (" JPMorgan "), as administrative agent, and the lenders and agents party thereto from time to time (as amended from time to time prior to the effectiveness of the Amendment, the " Existing Credit Agreement " and as amended by the Amendment, the " Amended Credit Agreement "). The Amended Credit Agreement refinances and replaces (i) the Company's existing revolving facility with a new 5-year revolving facility with commitments in an aggregate amount of $250,000,000 (the " Revolving Facility " and the loans thereunder the " Revolving Loans "), (ii) the Company's existing "term A" facility with $417,750,000 aggregate principal amount of new 5-year "term A" loans (the " Term A Loans ") and (iii) the Company's existing "term B" facility with a $800,000,000 aggregate principal amount of new 7-year "term B" loans (the " Term B Loans " and together with the Term A Loans, the " Term Loans "). Proceeds from the Term A Loans and the Term B Loans will be used to finance a portion of the purchase price for the Acquisition (as defined below) and related fees and expenses, refinance the Company's existing credit facilities and for general corporate purposes, which may include share repurchases. JPMorgan is the administrative agent under the Amended Credit Agreement, and the remaining commitments and loans thereunder are provided by a syndicate of financial institutions. The Amended Credit Agreement contains substantially similar terms, including representations and warranties and affirmative and negative covenants, as the Existing Credit Agreement, as well as a financial covenant for the benefit of the lenders under the Revolving Facility and Term A Loans, whi

01

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 19, 2024 , pursuant to the previously announced Share Purchase Agreement, dated as of June 3, 2024 (the " Purchase Agreement "), by and between the Company, 2-10 HBW Acquisition, L.P., a Delaware limited partnership ("Seller") and 2-10 Holdco, Inc., a Delaware corporation (" 2-10 ") , the Company purchased from Seller all of the issued and outstanding equity interests in 2-10 for aggregate cash consideration of $585 million, subject to certain customary adjustments based on, among other things, the amount of cash, debt, transaction expenses, working capital and regulatory capital in the business of 2-10 as of the closing of the Transaction (collectively, the " Transaction "). The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement. The Purchase Agreement is filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the " SEC ") on June 3, 2024, and is incorporated herein by reference.

03

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 under Item 1.01 of this Current Report in Form 8-K is incorporated herein by reference insofar as it relates to the creation of a direct financial obligation.

01

Item 7.01 Regulation FD Disclosure. On December 19, 2024, the Company issued a press release announcing the consummation of the Transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information disclosed pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liability of that section and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial statements of business acquired. The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The Company intends to file such financial statements by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The Company intends to file such pro forma financial information by amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (d)Exhibits Exhibit No. Description of Exhibit 2.1 Share Purchase Agreement, dated June 3, 2024, by and among Frontdoor, Inc., 2-10 HBW Acquisition, L.P. and 2-10 Holdco, Inc (incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on June 4, 2024). 10.1 Amendment No. 2, dated as of December 19, 2024, to the Amended And Restated Credit Agreement dated as of June 17, 2021 (as amended by that certain Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of March 8, 2023, and as further amended, supplemented or modified from time to time), among Frontdoor, Inc., a Delaware corporation, the subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and issuing bank. 99.1 Press Release dated December 19, 2024. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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. Frontdoor, Inc. Date: December 19, 2024 By: /s/ Jeffrey A. Fiarman Jeffrey A. Fiarman Senior Vice President, Chief Legal Officer and Secretary

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View this 8-K filing on SEC EDGAR