Phreesia, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share PHR The New York Stock Exchan
• $110 million — d bookrunner, with respect to a 364-day $110 million secured term loan (the "Bridge Loan").
• $163 million — sideration transferred of approximately $163 million in cash, subject to certain customary p
• $107 million — e price was funded by approximately (i) $107 million of net proceeds from the Bridge Loan, n
• $3 million — t proceeds from the Bridge Loan, net of $3 million of debt issuance costs and original iss
• $50 million — costs and original issue discount, (ii) $50 million of cash from the Company's balance shee
• $6 million — m the Company's balance sheet and (iii) $6 million of cash acquired from AccessOne. The

Filing Documents

• phr-20251112.htm (8-K) — 48KB
• ex101-bridgecreditagreement.htm (EX-10.1) — 1164KB
• ex102-capitaloneagreement.htm (EX-10.2) — 2938KB
• 0001412408-25-000114.txt ( ) — 5048KB
• phr-20251112.xsd (EX-101.SCH) — 2KB
• phr-20251112_lab.xml (EX-101.LAB) — 21KB
• phr-20251112_pre.xml (EX-101.PRE) — 12KB
• phr-20251112_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Bridge Credit Agreement On the Closing Date, in connection with the closing of the AccessOne Acquisition, the Company entered into a bridge loan credit agreement (the "Bridge Credit Agreement") by and among the Company, the lenders from time to time party thereto, and Goldman Sachs Bank USA, as administrative agent, collateral agent, sole lead arranger and bookrunner, with respect to a 364-day $110 million secured term loan (the "Bridge Loan"). The entire amount of the Bridge Loan was funded on the Closing Date and the Company used the net proceeds thereof to fund a portion of the consideration for the AccessOne Acquisition and to pay related fees and expenses. The Bridge Loan will bear interest at a fluctuating rate per annum equal to, at the Company's option, the forward-looking Secured Overnight Financing Rate (such borrowings, "SOFR Loans") plus an applicable margin. In the event that the Bridge Loan remains outstanding for more than 90, 180 or 270 days, the Company will be obligated to pay duration fees of 0.75%, 1.25% and 1.50%, respectively, of the principal amounts outstanding on such date. The Bridge Loan, net of any prepayments, will become payable in full at maturity on November 11, 2026. There is no required amortization, and voluntary prepayments of the Bridge Loan are permissible without penalty, subject to certain conditions pertaining to minimum notice and minimum prepayment amounts as described in the Bridge Credit Agreement. The Bridge Loan is subject to mandatory prepayment upon certain debt incurrences, equity issuances or asset sales. All mandatory prepayments are subject to the terms of that certain ABL Intercreditor Agreement, dated as of November 12, 2025, by and between Goldman Sachs Bank USA and Capital One, National Association ("Capital One"), which governs the relative rights of the secured parties in respect of the Bridge Loan and the Company's senior ABL facility (the "Capit

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The description of the AccessOne Acquisition set forth under "Introductory Note" above is incorporated by reference into this Item 2.01. In accordance with the Merger Agreement, AccessOne's equityholders received consideration transferred of approximately $163 million in cash, subject to certain customary purchase price adjustments set forth in the Merger Agreement. The purchase price was funded by approximately (i) $107 million of net proceeds from the Bridge Loan, net of $3 million of debt issuance costs and original issue discount, (ii) $50 million of cash from the Company's balance sheet and (iii) $6 million of cash acquired from AccessOne. The foregoing description of the Merger Agreement and the AccessOne Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was included as Exhibit 2.1 to the Company's Current Report on Form 8-K previously filed with the Securities and Exchange Commission ("SEC") on September 4, 2025, which is incorporated herein by reference. The Merger Agreement is incorporated herein by reference to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual or financial information about the Company, Merger Sub, AccessOne, the Representative or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement: (a) were made only for purposes of the respective agreement and as of the specific dates set forth therein; (b) were solely for the benefit of the parties expressly set forth in the Merger Agreement; (c) may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing those matters as

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, but are not limited to, statements about the AccessOne Acquisition, the Capital One Credit Agreement, the Bridge Credit Agreement and expectations regarding a long-term credit facility, and are generally identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including, but not limited to: the ability to integrate operations or realize any operational or corporate synergies and other benefits from the AccessOne Acquisition; risks related to obtaining long-term financing to refinance the Bridge Loan on favorable terms in a timely manner or at all; our ability to effectively manage our growth and meet our growth objectives; our focus on the long-term and our investments in growth; the competitive environment in which we operate; our ability to comply with the covenants in the Capital One Credit Agreement, as amended, and the Bridge Credit Agreement; changes in market conditions and receptivity to our products and services; our ability to develop and release new products and services and successful enhancements, features and modifications to our existing products and services; our ability to ma

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a) Financial Statements of Business or Funds Acquired. The Company intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed. (b) Pro Forma Financial Information. The Company intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Form 8-K no later than 71 days after the date on which this Form 8-K was required to be filed. (d) Exhibits NUMBER DESCRIPTION 2.1* ** Agreement and Plan of Merger, dated as of August 29, 2025, by and among Phreesia, Inc., Ace Merger Sub, Inc., AccessOne Parent Holdings, Inc. and the Representative named therein (incorporated by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K (file No. 001-38977) filed with the Securities and Exchange Commission on September 4, 2025). 10.1 * Bridge Loan Credit Agreement, dated as of November 12 , 2025, by and among Phreesia, Inc., the lenders from time to time party thereto, and Goldman Sachs Bank USA, as administrative agent, collateral agent, sole lead arranger and bookrunner. 10.2 * ** First Amendment to Credit Agreement and First Amendment to Security Agreement, dated as of November 12, 2025 by and among the Company, the lenders party thereto, and Capital One National Association, a national banking association, as agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. ** Certain portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material to investors a

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