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As Of Filer Filing For·On·As Docs:Size Issuer Agent 7/30/15 Yahoo Inc 8-K:2,9 7/24/15 2:52K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 16K 2: EX-10.1 Material Contract HTML 27K
| Form 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2015
Yahoo! Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-28018 | 77-0398689 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 701 First Avenue |
94089 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (408) 349-3300
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On July 24, 2015, Yahoo! Inc. (the “Company”) entered into Amendment No. 3 (“Amendment No. 3”) to its Credit Agreement, dated as of October 19, 2012, as amended by Amendment No. 1 (“Amendment No. 1”), dated as of October 10, 2013, and Amendment No. 2 (“Amendment No. 2”), dated as of October 9, 2014 (as so amended, the “Credit Agreement”), with Citibank, N.A., as administrative agent (the “Agent”), and the lenders party thereto from time to time (the “Lenders”). Amendment No. 3, among other things, extends the termination date of the Credit Agreement from October 8, 2015 to July 22, 2016. The Credit Agreement, as amended, continues to provide for a $750 million unsecured revolving credit facility, subject to increase by up to $250 million in accordance with its terms. There are no borrowings currently outstanding under the Credit Agreement.
Borrowings under the Credit Agreement, as amended, will continue to bear interest at a rate equal to, at the option of the Company, either (a) a customary London interbank offered rate (a “Eurodollar Rate”), or (b) a customary base rate (a “Base Rate”), in each case plus an applicable margin, ranging from 1.00% to 1.25% with respect to Eurodollar Rate borrowings and 0% to 0.25% with respect to Base Rate borrowings, based upon the leverage ratio of the Company.
The Credit Agreement, as amended, will continue to require the Company to maintain a leverage ratio of not more than 2.5:1 and an interest coverage ratio of not less than 3.5:1. The Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The negative covenants include limitations on the incurrence of liens by the Company and its material subsidiaries, the incurrence of indebtedness by the Company’s material subsidiaries, a merger of the Company if the Company is not the surviving entity and a sale of all or substantially all of the assets of the Company.
The foregoing descriptions of the Credit Agreement and Amendment No. 3 do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Credit Agreement, dated as of October 19, 2012, which was previously filed as Exhibit 10.1 to our Form 8-K filed on October 22, 2012 and is incorporated herein by reference, the full text of Amendment No. 1 which was previously filed as Exhibit 10.1 to our Form 8-K filed on October 15, 2013 and is incorporated herein by reference, the full text of Amendment No. 2, which was previously filed as Exhibit 10.1 to our Form 8-K filed on October 15, 2014 and is incorporated herein by reference and the full text of Amendment No. 3, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Amendment No. 3 to Credit Agreement, dated as of July 24, 2015, by and among Yahoo! Inc., the lenders named therein, and Citibank, N.A. as Administrative Agent. | |
SIGNATURE
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.
| YAHOO! INC. | ||||
| (Registrant) | ||||
| By: | /s/ Ronald S. Bell | |||
| Name: | Ronald S. Bell | |||
| Title: | General Counsel and Secretary | |||
Date: July 30, 2015
| Exhibit |
Description | |
| 10.1 | Amendment No. 3 to Credit Agreement, dated as of July 24, 2015, by and among Yahoo! Inc., the lenders named therein, and Citibank, N.A. as Administrative Agent. | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 7/22/16 | ||||
| 10/8/15 | ||||
| Filed on: | 7/30/15 | |||
| For Period End: | 7/24/15 | |||
| 10/15/14 | 8-K | |||
| 10/9/14 | 8-K | |||
| 10/15/13 | 8-K | |||
| 10/10/13 | 8-K | |||
| 10/22/12 | 3, 8-K | |||
| 10/19/12 | 4, 8-K | |||
| List all Filings | ||||