Item 1.01. Entry into a Material Definitive Agreement
On August 21, 2020 (the Closing Date), Health Plan Intermediaries Holdings, LLC (Holdings) as the ultimate borrower,
entered into a Credit Agreement (the Credit Agreement) among, inter alios, Holdings, the Company and certain of the Companys affiliates as guarantors, Truist Bank, as Administrative Agent and the other parties
identified therein as Lenders (the Lenders). The Credit Agreement provides for an aggregate principal amount of up to $207.5 million, which consists of: (i) a $65 million revolving credit facility (the
Revolving Credit Facility), which includes a $10 million sublimit for the issuance of standby letters of credit (each, a Letter of Credit) and a $5 million sublimit for swingline loans (each, a
Swingline Loan) and (ii) a $142.5 million term loan facility (the Term Loan Facility and, together with the Revolving Credit Facility, the Senior Credit Facility). The Term Loan
Facility will be fully drawn on the Closing Date.
The proceeds of the Term Loan Facility were used on the Closing Date to refinance that certain Credit
Agreement, dated as of June 5, 2019 (the Existing Credit Agreement), as amended, supplemented or otherwise modified from time to time, between, inter alios, Holdings, as the borrower, the Company, certain subsidiaries
of the Company party thereto from time to time, the lenders party thereto from time to time and Bank of America, N.A. as administrative agent. The proceeds of the Revolving Credit Facility shall be used to finance permitted acquisitions, to pay fees
and expenses in connection therewith, to finance working capital needs, to finance capital expenditures and for other lawful general corporate purposes of Holdings and its affiliates.
The Senior Credit Facility matures on the third anniversary of the Closing Date, August 21, 2023 (the Maturity Date), and the Term
Loan Facility is subject to quarterly amortization of principal, with 5.0% of the initial aggregate term loan to be payable in the first year, 7.5% of the initial aggregate term loan to be payable in the second year, 10% of the initial aggregate
term loan to be payable in the final year, and final payment of all amounts outstanding, plus accrued interest, due on the Maturity Date.
Borrowings
under the Senior Credit Facility (other than in respect of Swingline Loans) will bear interest, at Holdings election, at either: (i) the base rate plus the Applicable Rate or (ii) the Eurodollar rate plus the Applicable Rate. The
Applicable Rate means, (a) until receipt by the Administrative Agent of the compliance certificate for the fiscal quarter ending December 31, 2020, 2.00% per annum, in the case of Eurodollar Loans (as defined in the Credit
Agreement), and 1.00% per annum, in the case of Base Rate Loans (as defined in the Credit Agreement), and (b) thereafter, a percentage determined based upon the Companys Consolidated Total Net Leverage Ratio (as defined in the Credit
Agreement) ranging from 1.50% to 2.00%, in the case of Eurodollar Loans, and 0.50% to 1.00%, in the case of Base Rate Loans. Interest accrued on each Base Rate Loan is payable in arrears on the last day of each calendar quarter and on the Maturity
Date. Interest accrued on each Eurodollar Loan is payable on the last day of the applicable interest period, or every three months, whichever comes sooner, and on the Maturity Date.