Tyler Technologies Reports Material Agreements and Financial Obligations

TL;DR

Tyler Tech just filed an 8-K on 9/30, looks like they entered and exited some big deals and took on new debt. Watch this space.

AI Summary

On September 30, 2024, Tyler Technologies, Inc. filed an 8-K report detailing the entry into and termination of material definitive agreements, as well as the creation of direct financial obligations. The filing indicates significant financial activities and obligations for the company.

Why It Matters

This filing signals significant changes in Tyler Technologies' contractual and financial standing, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and new financial obligations, which inherently carry risks that need further investigation.

Key Players & Entities

• TYLER TECHNOLOGIES INC (company) — Registrant
• 0000860731-24-000046 (filing_id) — Accession Number
• September 30, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ge on which registered COMMON STOCK, $0.01 PAR VALUE TYL New York Stock Exchange
• $700 m — an aggregate principal amount of up to $700 million, including subfacilities for stan
• $500 million — dit Agreement replaces Tyler's existing $500 million unsecured credit facility, the credit a
• $525 million — an amount up to (a) the greater of (i) $525 million and (ii) 100% of Tyler's EBITDA for the

Filing Documents

• tyl-20240930.htm (8-K) — 35KB
• exh1012024creditagreement.htm (EX-10.1) — 1322KB
• 0000860731-24-000046.txt ( ) — 1687KB
• tyl-20240930.xsd (EX-101.SCH) — 2KB
• tyl-20240930_lab.xml (EX-101.LAB) — 21KB
• tyl-20240930_pre.xml (EX-101.PRE) — 12KB
• tyl-20240930_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 25, 2024, Tyler Technologies ("Tyler"), as borrower, entered into a new Credit Agreement (the "Credit Agreement") with the various lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender, and Issuing Lender. The Credit Agreement provides for an unsecured revolving credit facility in an aggregate principal amount of up to $700 million, including subfacilities for standby letters of credit and swingline loans, each in a maximum amount to be mutually determined and on customary terms and conditions. The Credit Agreement matures on September 25, 2029, and loans may be prepaid at any time, without premium or penalty, subject to certain minimum amounts and payment of any SOFR breakage costs. The new Credit Agreement replaces Tyler's existing $500 million unsecured credit facility, the credit agreement dated April 21, 2021, among Tyler and Wells Fargo Bank, N. A. as Administrative Agent and other lenders party thereto (the "2021 Credit Agreement"), which was scheduled to mature in April 2026. The credit facility will be available on a revolving basis until the maturity date. At the time of the closing, Tyler had no borrowings outstanding under either the new Credit Agreement or the 2021 Credit Agreement. The Credit Agreement includes an uncommitted accordion mechanism by which Tyler may request incremental loans, in the form of incremental term loans or an increase in the revolving credit facility, providing an ability for Tyler to increase the credit facility by an amount up to (a) the greater of (i) $525 million and (ii) 100% of Tyler's EBITDA for the prior four quarter period plus (b) additional indebtedness up to the amount which would cause Tyler's total net leverage ratio to equal or exceed 3.25 to 1.00. The Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of defaults. The C

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K related to the 2021 Credit Agreement is incorporated by reference into this Item 1.02. I tem 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Exhibit 10.1 1 Credit Agreement dated September 25, 2024, among Tyler Technologies, Inc. and Wells Fargo Bank, N. A. as Administrative Agent and other lenders party hereto (filed as Exhibit 10.1 to our Form 8-K dated October 1 , 2024, and incorporated by reference herein) Exhibit 104 Cover Page Interactive Data File (embedded in the Inline XBRL document) 1 Certain schedules and similar attachments have been omitted in reliance on Instruction 4 of Item 1.01 of Form 8-K and Item 601(a)(5) of Regulation S-K. Tyler Technologies will provide, on a supplemental basis, a copy of any omitted schedule or attachment to the Securities and Exchange Commission or its staff upon 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. TYLER TECHNOLOGIES, INC. /s/ Brian K. Miller September 30, 2024 By: Brian K. Miller Executive Vice President and Chief Financial Officer (principal financial officer)

View Full Filing

View this 8-K filing on SEC EDGAR