CANTALOUPE, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

At March 17, 2022 Cantaloupe, Inc. (the “Company”) formerly known as United States Technologies, Inc.entered into an amended and restated credit agreement (the “Credit Agreement”) between the Company, as borrower, its subsidiaries, as guarantors, and JPMorgan Chase Bank, North America., as lender and administrative agent.

The credit agreement provides for a $15 million secured revolving credit facility (the “Revolving Facility”) and a $25 million secured term facility (the “Term Facility” and, together with the Revolving Facility, the “Credit Facility”), which replaces our previous JPMorgan 2021 Credit Facility (as defined in our Annual Report on Form 10-K for the financial year ended June 30, 2021 filed on September 3, 2021). the $10 million the increase included in the term facility is available for a period of up to twelve months after the closing date. Proceeds from the credit facility may be used to refinance certain existing indebtedness of the Company and its subsidiaries, to fund working capital requirements and for general corporate purposes (including permitted acquisitions) of the Company and of its subsidiaries. The credit facility has a term of four years. Interest on the credit facility will be based, at the option of the Company, on a base rate or SOFR plus an applicable margin linked to the total leverage ratio of the Company and having ranges between 2.50% and 3, 00% for base rate loans and between 3.50% and 4.00% for SOFR loans; provided that until
June 30, 2022 the applicable margin is 2.75% for base rate loans and 3.75% for SOFR loans. Subject to the occurrence of a material acquisition and if the total indebtedness ratio of the Company exceeds 3.00 to 1.00, the interest rate on loans may increase by 0.25%. In the event of default, the interest rate may be increased by 2.00%. The credit facility will also carry a commitment fee of 0.50% per annum on the unused portion.

The Company’s obligations under the Credit Facility are unconditionally guaranteed, jointly and severally, by the Company’s principal direct and indirect wholly-owned national subsidiaries (the “Guarantors”). All obligations of the Company and the Guarantors under the Credit Facility are secured by first ranking security interests over substantially all of the assets of the Company and the Guarantors.

The Credit Agreement includes customary representations, warranties and covenants, as well as acceleration, indemnification and event of default clauses, including, among others, two financial covenants. A financial covenant requires the Company to maintain, at all times, a total debt ratio not exceeding 3.00 to 1.00 on the last day of any fiscal quarter. The other financial covenant is conditional upon the completion of a material acquisition: if a material acquisition occurs, the Company is required to maintain a total leverage ratio not exceeding 4.00 to 1.00 for the next four quarters following the material acquisition.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the full text of that Agreement, which is attached to this current Report on Form 8-K as Exhibit 10.1 and 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 set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents

Part number Ex. Description

  10.1              Credit Agreement, by and among the Company, its subsidiaries, and JPMorgan Chase
                  Bank, N.A., dated March 17, 2022.
104               Cover Page Interactive Data File (embedded within the Inline XBRL document)

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