Guidewire Software Reports Financials and Agreements

TL;DR

Guidewire filed an 8-K detailing a new material agreement and financial results.

AI Summary

Guidewire Software, Inc. announced on December 2, 2024, that it entered into a material definitive agreement. The company also reported on its results of operations and financial condition. This filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant.

Why It Matters

This 8-K filing provides crucial updates on Guidewire's financial performance and significant contractual agreements, impacting investor understanding of the company's current standing and future obligations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial condition updates, which can carry inherent risks related to contractual obligations and financial performance.

Key Players & Entities

• Guidewire Software, Inc. (company) — Registrant
• December 2, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value GWRE New York Stock Exchange
• $300.0 million — ity in an aggregate principal amount of $300.0 million (the "2025 Credit Facility"). At the Co

Filing Documents

• gwre-20241202.htm (8-K) — 33KB
• exhibit101toxcreditagreeme.htm (EX-10.1) — 1674KB
• gwreex991earningsrelease10.htm (EX-99.1) — 277KB
• 0001528396-24-000160.txt ( ) — 2396KB
• gwre-20241202.xsd (EX-101.SCH) — 2KB
• gwre-20241202_def.xml (EX-101.DEF) — 15KB
• gwre-20241202_lab.xml (EX-101.LAB) — 26KB
• gwre-20241202_pre.xml (EX-101.PRE) — 15KB
• gwre-20241202_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 2, 2024, Guidewire Software, Inc. (the "Company") and certain of its subsidiaries entered into a revolving credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent (the "Administrative Agent") and certain other financial institutions from time to time thereto (with the Administrative Agent, the "Lenders"). The Credit Agreement provides for a senior secured revolving credit facility in an aggregate principal amount of $300.0 million (the "2025 Credit Facility"). At the Company's discretion, it also allows for flexibility for an uncommitted upsize of the aggregate principal amount of the 2025 Credit Facility or the establishment of incremental term loan facilities, in each case, as further set forth in the Credit Agreement. As of December 5, 2024, there are no commitments by any Lenders for any such upsize or incremental term loan facility. The 2025 Credit Facility offers U.S. Dollar-denominated loans with interest options based on either the bank's base rate plus a margin of 0.25% to 1.25% or a term SOFR (as defined in the Credit Agreement) plus a margin of 1.25% to 2.25%. Alternative currency loans are available at respective rates plus a margin of 1.25% to 2.25%. Margins are determined by the Company's total net leverage ratio at the time of borrowing. Additional fees include a commitment fee of 0.175% to 0.30% on unused commitments, a 0.125% letter of credit fronting fee, and other customary fees. The Credit Agreement contains customary covenants, including, but not limited to, restrictions on the Company's and its subsidiaries' ability to merge and consolidate with other companies, dispose of assets, incur indebtedness, or grant liens or other security interests on assets, in each case, subject to certain customary exceptions. The financial covenants requires a minimum net cash interest coverage ratio of 3.00:1.00 and a maximum net leverage ratio of 3.75:1.0

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On December 5, 2024, the Company issued a press release announcing unaudited financial results for the fiscal quarter ended October 31, 2024. A copy of the press release is attached as Exhibit 99.1. In accordance with General Instruction B.2 on Form 8-K, certain of the information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed "filed" for the 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, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibits 10.1 * Credit Agreement, dated as of December 2, 2024, among Guidewire Software, Inc., as borrower, certain subsidiaries as guarantors, Bank of America, N.A., as administrative agent, and certain other lenders thereunder 99.1 Press release dated December 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish a copy of all omitted schedules and exhibits to the U.S. Securities and Exchange Commission upon its request.

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. Date: December 5, 2024 GUIDEWIRE SOFTWARE, INC. By: /s/ JEFF COOPER Jeff Cooper Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR