UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement
On February 22, 2023, NetScout Systems, Inc. (the “Company” or “NetScout”) entered into a First Amendment Agreement (the “First Amendment”) of its Second Amended and Restated Credit Agreement, dated as of July 27, 2021 (the “Existing Credit Agreement”; as amended by the First Amendment, the “Amended Credit Agreement”), by and among: the Company, as borrower; certain subsidiaries of the Company, as loan parties; the lenders and issuing banks party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
The parties entered into the First Amendment in order to remove and replace the LIBOR-based interest rate benchmark provisions for U.S. dollar-denominated loans with interest rate benchmark provisions for U.S. dollar-denominated loans based on a term secured overnight financing rate (“SOFR”). The First Amendment provides that U.S. dollar-denominated advances under the Credit Agreement will bear interest at a term SOFR rate plus a credit spread adjustment of 0.10% or an Alternate Base Rate (defined in a customary manner), at the option of the Company, plus a margin that ranges from 1.00% per annum for Alternate Base Rate loans and 2.00% per annum for term SOFR loans if the Company’s consolidated gross leverage ratio is greater than 3.50 to 1.00, down to 0.00% per annum for Alternate Base Rate loans and 1.00% per annum for term SOFR loans if the Company’s consolidated gross leverage ratio is equal to or less than 1.50 to 1.00. Interest on Alternate Base Rate loans is payable at the end of each calendar quarter. Interest on term SOFR loans is payable at the end of each interest rate period or at the end of each three-month interval within an interest rate period if the period is longer than three months. Letter of credit participation fees are payable to each lender providing the letter of credit subfacility on the amount of such lender’s letter of credit exposure, at a rate per annum equal to the applicable margin for term SOFR loans.
The foregoing description of the Amended Credit Agreement is qualified in its entirety by reference to the Amended Credit Agreement which is attached to the First Amendment, attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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 thereunto duly authorized.
NETSCOUT SYSTEMS, INC.
| By: | /s/ Jean Bua | |
| Jean Bua | ||
| Chief Financial Officer |
Date: February 24, 2023