EX-99.1 2 tm2515942d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 EXECUTION VERSION Published CUSIP Numbers: Deal: 25616EAC6 Revolver: 25616EAD4 CREDIT AGREEMENT Dated as of May 21, 2025 among DOCUSIGN, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as the Administrative Agent and an L/C Issuer, and THE OTHER LENDERS AND L/C ISSUERS PARTY HERETO BOFA SECURITIES, INC., PNC BANK, NATIONAL ASSOCIATION, CITIZENS BANK, N.A., jpmorgan chase BANK, n.a., MORGAN STANLEY SENIOR FUNDING, INC., SILICON VALLEY BANK, A DIVISION OF FIRST CITIZENS BANK & TRUST COMPANY and U.S. BANK NATIONAL ASSOCIATION as Joint Lead Arrangers, and BOFA SECURITIES, INC., and PNC BANK, NATIONAL ASSOCIATION, as Joint Bookrunners TABLE OF CONTENTS Article I. DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms 1 1.02 Other Inter…
Open exhibit ↗Current Report · Items 1.01, 2.03, 9.01 · 8-K
DocuSign, Inc.
DOCUNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 1.01 Entry into a Material Definitive Agreement. On May 21, 2025, Docusign, Inc. (the “Company”) entered into a credit agreement (the “Credit Agreement”) by and among the Company, certain subsidiaries of the Company from time to time as guarantors, the several lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as administrative agent (in such capacity, the “Admini…
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 21, 2025, Docusign, Inc. (the “Company”)
entered into a credit agreement (the “Credit Agreement”) by and among the Company, certain subsidiaries of the Company from
time to time as guarantors, the several lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as
administrative agent (in such capacity, the “Administrative Agent”) and L/C issuer, the other L/C issuers from time to time
party thereto, and BofA Securities, Inc. and PNC Bank, National Association, as joint lead arrangers and joint bookrunners, pursuant to
which the Lenders would extend to the Company a revolving credit facility in an aggregate principal amount of $750,000,000, which amount
may be increased by an additional $250,000,000 subject to the terms of the Credit Agreement.
Revolving loans may be borrowed, repaid and reborrowed
until May 21, 2030, at which time all amounts borrowed must be repaid. Revolving loans may be prepaid, and revolving loan commitments
may be permanently reduced by the Company in whole or in part, without penalty or premium.
As of May 21, 2025, the Company had no outstanding
revolving loans under the Credit Agreement.
Prior to the period the Company obtains and maintains
an investment grade ratings status of at least Baa3 (with respect to Moody’s), BBB- (with respect to S&P), or BBB- (with respect
to Fitch) (each, an “Applicable Rating” and such period, the “Investment Grade Period”), revolving loans under
the Credit Agreement will bear interest, at either (i) a floating rate per annum equal to the base rate plus a margin of from 0.25% to
0.75% depending on the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) or (ii) a per annum rate equal
to the secured overnight financing rate (the “Term SOFR”) plus a margin from 1.25% to 1.75%, depending on the Company’s
Consolidated Leverage Ratio. Upon commencement of and during an Investment Grade Period, revolving loans under the Credit Agreement will
bear interest, at either (i) a floating rate per annum equal to the base rate plus a margin from 0.00% to 0.25% depending on the Company’s
Applicable Rating or (ii) a per annum rate equal to the Term SOFR plus a margin from 1.00% to 1.25%, depending on the Company’s
Applicable Rating. During a payment event of default under the Credit Agreement, the applicable interest rates are increased by 2.0% per
annum.
In the Credit Agreement, the base rate is defined
as the greatest of (i) Bank of America’s prime rate, (ii) the federal funds rate plus 0.50% or (iii) a per annum rate equal to the
Term SOFR plus 1.00%. Loans based on the base rate shall be made only to domestic borrowers and denominated in U.S. Dollars.
Under the Credit Agreement, the Company will pay
to the Administrative Agent for the account of each revolving lender a commitment fee on a quarterly basis based on amounts committed
but unused under the revolving facility, (i) prior to an Investment Grade Period, from 0.20% to 0.30% per annum depending on the Company’s
Consolidated Leverage Ratio, and (ii) upon the commencement of and during an Investment Grade Period, from 0.10% to 0.20% per annum depending
on the Company’s Applicable Rating. The Company is also obligated to pay the Administrative Agent fees customary for credit facilities
of these sizes and types.
The Credit Agreement contains customary representations,
warranties and affirmative and negative covenants, including financial covenants. The negative covenants include restrictions on the incurrence
of liens and indebtedness, certain investments, dividends, stock repurchases and other matters, all subject to certain exceptions. The
financial covenants require, prior to an Investment Grade Period, (a) the Company not to exceed a maximum leverage ratio of 3.75:1.00,
and subject to a step-up by 0.50:1.00 at the election of the Company for four fiscal quarters following a Qualified Acquisition (as defined
in the Credit Agreement), and (b) the Company not to have a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement)
of less than 3.00:1.00; and upon the commencement of and during an Investment Grade Period, (c) the Company not to exceed a gross leverage
ratio of 3.50:1.00.
The Credit Agreement includes customary events
of default that include, among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties,
violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change
of control and certain material ERISA events. The occurrence of an event of default could result in the acceleration of the obligations
under the Credit Agreement.
The Company’s obligations under the Credit
Agreement are guaranteed by certain of the Company’s subsidiaries. The Company’s obligations under the Credit Agreement are
secured by a first priority security interest in substantially all of the assets of the Company and certain of the Company’s subsidiaries.
The Administrative Agent and the Lenders, and
certain of their respective affiliates, have provided, and in the future may provide, financial, banking and related services to the Company.
These parties have received, and in the future may receive, compensation from the Company for these services.
The foregoing summary and description of the provisions
of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement,
a copy of which is filed as Exhibit 99.1 with this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated herein
by reference.