GoodRx Holdings Amends Credit Agreement

TL;DR

GoodRx just amended its credit agreement, watch for financial implications.

AI Summary

On July 10, 2024, GoodRx Holdings, Inc. entered into a material definitive agreement, specifically a Second Amendment to its Credit Agreement. This amendment creates a direct financial obligation for the registrant. The filing details are provided under Item 1.01 and Item 2.03 of the 8-K.

Why It Matters

This amendment to GoodRx's credit agreement could impact its financial flexibility and borrowing costs, potentially affecting future investments or operations.

Risk Assessment

Risk Level: medium — Amendments to credit agreements can signal changes in a company's financial health or strategic plans, warranting closer scrutiny.

Key Players & Entities

• GoodRx Holdings, Inc. (company) — Registrant
• July 10, 2024 (date) — Date of earliest event reported
• Second Amendment to its Credit Agreement (agreement) — Material definitive agreement entered into

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share GDRX The Nasda
• $500.0 million — ts in an aggregate principal amount of $500.0 million (the "2024 Term Loan Facility" and the
• $88.0 million — 2029, (ii) extend the maturity date of $88.0 million of the total $100.0 million existing re
• $100.0 million — rity date of $88.0 million of the total $100.0 million existing revolving credit facility (th
• $167.2 million — the proceeds thereof and an additional $167.2 million from cash on hand to satisfy (either i
• $12.0 million — e unchanged by the Sixth Amendment. The $12.0 million of revolving commitments not subject t

Filing Documents

• gdrx-20240710.htm (8-K) — 106KB
• goodrx6tham-sixthamendment.htm (EX-10.1) — 9431KB
• 0001809519-24-000147.txt ( ) — 10510KB
• gdrx-20240710.xsd (EX-101.SCH) — 2KB
• gdrx-20240710_lab.xml (EX-101.LAB) — 21KB
• gdrx-20240710_pre.xml (EX-101.PRE) — 12KB
• gdrx-20240710_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

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, investmen

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a

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 in Item 1.01 of this Current Report on Form 8-K (this "Form 8-K") is incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the potential impact of the Sixth Amendment and the Credit Agreement on the operations of the Company and its subsidiaries, including any obligations arising from certain affirmative and negative covenants and any payments thereunder. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, risks associated with the Company and its subsidiaries' indebtedness and the important factors discussed in the section entitled "Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in its other filings with the Securities and Exchange Commission. The forward-looking statements in this Form 8-K are based upon information available to the Company as of the date of this Form 8-K, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and the statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These Company may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, even if subsequent events cause i

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . 10.1 Sixth Amendment to First Lien Credit Agreement, by and among GoodRx, Inc., as borrower, GoodRx Intermediate Holdings, LLC and the other guarantors party thereto, Barclays Bank PLC, as administrative agent, and the lenders and other parties party thereto, dated July 10, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the Securities and Exchange Commission upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GOODRX HOLDINGS, INC. Date: July 11, 2024 By: /s/ Karsten Voermann Name: Karsten Voermann Title: Chief Financial Officer

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View this 8-K filing on SEC EDGAR