Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Sensis Acquisition

On March 1, 2021, the Company completed the acquisition of Sensis Holding Limited (“Sensis”), a provider of marketing solutions serving small and medium-sized businesses in Australia. Pursuant to the terms of the Share Purchase Agreement, the Company acquired all of the issued and outstanding equity interests of (i) Sunshine NewCo Pty Ltd and its subsidiaries and (ii) Sensis Holding Limited (collectively, the “Sensis Acquisition”). The Company paid an aggregate consideration of approximately $198.3 million in cash, financed by the Term Loan Agreement, as further described below, and customary adjustments of approximately $16.7 million for net working capital (including cash), indebtedness and transaction expenses.

As a result of limited access to the information required to prepare the initial accounting, the initial accounting for the Sensis acquisition is incomplete and we are unable to provide the amounts that will be recognized at the acquisition date for the major classes of assets acquired and liabilities assumed, pre-existing contingencies, goodwill or other intangible assets at the time of this Annual Report on Form 10-K.

Term Loan Agreement

On March 1, 2021, the Company entered into a new Term Loan Credit Agreement (the “Term Loan Agreement”), the proceeds of which were used, in part, to finance the Sensis Acquisition, pay off the existing term loan and to pay fees and expenses related to the Sensis acquisition and related financing.

The Term Loan Agreement established a senior secured term loan facility (the “Term Loan Facility”) in an aggregate principal amount equal to $700.0 million. The Term Loan Facility matures on March 1, 2026 and borrowings under the Term Loan Facility will bear interest at a fluctuating rate per annum equal to, at the Company’s option, LIBOR or base rate, in each case, plus an applicable margin per annum equal to (i) 8.50% (for LIBOR loans) and (ii) 7.50% (for base rate loans). The Term Loan Facility requires mandatory amortization payments equal to $17.5 million per fiscal quarter commencing June 30, 2021.

ABL Credit Agreement

On March 1, 2021, the Company entered into an agreement to amend the ABL Facility (“ABL Amendment”), dated as of June 30, 2017. The ABL Amendment was entered into in order to permit the term loan refinancing, the Sensis Acquisition and make certain other changes to the ABL Credit Agreement, including, among others:

•reduce the interest rate per annum to (i) 3.00% (for LIBOR loans) and (ii) 2.00% (for base rate loans);

•reduce the commitment fee on undrawn amounts under the ABL Facility to 0.375%;

•extend the maturity date of the ABL Facility to March 1, 2026;

•add the Australian subsidiaries acquired pursuant to the Sensis Acquisition as borrowers and guarantors, and establish an Australian borrowing base; and

•make certain other conforming changes consistent with the Term Loan Agreement.

Share Purchase

On March 17, 2021, our CEO and President Joe Walsh purchased 200,000 shares of Thryv common stock from majority equity holder Mudrick Capital at an average price of $18.67.