CONVEY HEALTH SOLUTIONS HOLDINGS, INC. : entering into a material definitive agreement, creating a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, disclosure of settlement FD, other events, financial statements and exhibits (Form 8- K)

Section 1.01 Entering into a Material Definitive Agreement.

At February 1, 2022, Transmit Health Solutions, Inc.a Delaware company (the “Borrower”) and an indirect wholly-owned subsidiary of Transmit Health Solutions Holdings, Inc.a Delaware company (“Convey”), made in Amendment No. 5 (“Amendment No. 5”), by and between the Borrower, as borrower, Ares Capital Corporation, as administrative agent and guarantee, and the term lenders party thereto, to the Senior Credit Agreement, dated September 4, 2019as amended on the date hereof (the “Credit Agreement”).

Amendment No. 5 amends the Credit Agreement to provide, among other things, an additional senior term loan facility (the “2022 Additional Term Loan Facility”) in an aggregate principal amount of $78,000,000. Proceeds from term loans borrowed under the 2022 Supplemental Term Loan Facility (the “2022 Supplemental Term Loans”) were used to fund the Acquisition (as defined below) and pay and related expenses. The additional 2022 term loans will mature on September 4, 2026will bear interest at an annual rate equal, at the option of the Borrower, to (i) LIBOR (as defined in the Credit Agreement) for the relevant interest period (subject to a floor of 0.75% per annum) plus 4.75% for Eurodollar rate loans (as defined in the credit agreement) and (ii) a base rate plus 3.75% for base rate loans (as defined in the credit agreement), and will be amortized at a rate of 1.00% per year.

Except as described above, all other material terms of the Credit Agreement remain unchanged and in full force and effect. The above summary of Amendment No. 5 does not purport to be complete and is subject to and qualified in its entirety by the full text of Amendment No. 5, a copy of which is attached hereto as Schedule 10.1 and is incorporated herein. by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

Section 7.01 Disclosure of FD Rules.

At February 1, 2022, Convey issued a press release announcing the closing of the acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Section 7.01 of this Current Report on Form 8-K is provided pursuant to Section 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) and is deemed “provided” and not “filed” to purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 8.01 Other Events.

At February 1, 2022an indirect wholly-owned subsidiary of Convey, DMS Parent Holdings, LLC (f/k/a Dragon Holdings Parent, LLC), a Delaware limited liability company, completed its acquisition of all of the issued and outstanding share capital of DMS Holdings, Inc.a Delaware company (the acquisition of such share capital, the “Acquisition”). The acquisition was made pursuant to a share purchase agreement dated January 9, 2022as previously described in Convey’s current report on Form 8-K filed with the Security and Exchange Commission to January 10, 2022.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits



Exhibit No.   Description

  10.1          Amendment No. 5 to First Lien Credit Agreement, dated as of
              February 1, 2022, by and among Convey Health Solutions, Inc., as
              borrower, Ares Capital Corporation, as administrative agent and
              collateral agent, and the term lenders party thereto.
  99.1          Press Release dated February 1, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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