Current Report




 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  July 9, 2015

NIC Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation)
000-26621
(Commission
File Number )
52-2077581
(I.R.S. Employer
Identification No.)

25501 West Valley Parkway, Suite 300
Olathe, Kansas 66061
(Address of principal executive office)(Zip Code)

(877) 234-3468
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
 
 

 
 
Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 9, 2015, NIC Inc. (the “Company”) entered into Amendment No. 1 to Amended and Restated Credit Agreement (the “Amendment’), which amends the Amended and Restated Credit Agreement, dated as of August 6, 2014, by and between the Company and Bank of America, N.A. (the “Credit Agreement”).  The material amendments to the Credit Agreement made by the Amendment include (a) extending the maturity date to May 1, 2017; and (b) decreasing the margin added to the LIBOR rate for any amounts selected by the Company to be borrowed at the LIBOR rate, and the fees payable on outstanding letters of credit, to either 1.15% (if the Company’s consolidated leverage ratio is less than 1.50:1) or 1.25% (if the Company’s consolidated leverage ratio is greater than or equal to 1.50:1) of face value per annum.  The Company agreed to pay an annual fee of $10,000 in connection with the amendment to the credit facility.
 
A copy of the amendment is furnished with this report on Form 8-K as Exhibit 10.1, and is incorporated by reference herein.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
Exhibit No. Description
10.1 Amendment No. 1 to Amended and Restated Credit Agreement Dated as of July 9, 2015 between NIC Inc., as Borrower, and Bank of America, N.A., as Lender and L/C Issuer
 
 
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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 hereunto duly authorized.


 
NIC INC.
   
     
 
By:
/s/ Stephen M. Kovzan
   
Stephen M. Kovzan
Chief Financial Officer

Date:  July 9, 2015
 
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Exhibit 10.1
 
AMENDMENT NO. 1
TO
AMENDED AND RESTATED CREDIT AGREEMENT

This Amendment No. 1   dated as of July 9, 2015 (this “ Amendment ”), is entered into by and between NIC INC. , a Delaware corporation, as the Borrower (the “ Borrower ”) and BANK OF AMERICA, N.A. , a national banking association, as Bank and Letter of Credit Issuer (the “ Bank ”).
 
Recitals
 
A.            The Borrower and the Bank have entered into that certain Amended and Restated Credit Agreement dated as of August 6, 2014 (as amended from time to time, the “ Credit Agreement ”).
 
B.            The Borrower and the Bank have agreed to certain amendments to the Credit Agreement as more fully described herein.
 
C.            The Amendment is subject to the representations and warranties of the Borrower and upon the terms and conditions set forth in this Amendment.
 
Agreement
 
Now, Therefore , in consideration of the foregoing Recitals, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Borrower and the Bank hereby agree as follows:
 
SECTION 1.   Defined Terms.   Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned to such terms in the Credit Agreement.
 
SECTION 2.   Amendment.
 
2.1   Section 1.01 of the Credit Agreement is hereby amended by amending and restating the pricing grid contained in the defined term “ Applicable Rate ” to read in its entirety as follows:
 
Pricing Level
Leverage Ratio
LIBOR Rate +
Letter of Credit
Prime Rate +
1
< 1.50:1.00
1.15%
0.0%
2
≥ 1.50:1.00
1.25%
0.0%
 
2.1   Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (b) of the defined term “ Change of Control ” to read in its entirety as follows:
 
NIC Inc. - Amendment No. 1 to Amended and Restated Credit Agreement
 
 
 

 
 
“(b)           during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or”
 
2.2   Section 1.01 of the Credit Agreement is hereby amended by amending and restating the defined term “ Maturity Date ” to read in its entirety as follows:
 
Maturity Date ” means May 1, 2017; provided, however, that if such date is not a Business Day, the Maturity Date shall be the next Business Day.
 
2.3    Schedule 3.01 to the Credit Agreement is hereby amended by amending and restating clause (a) of Schedule 3.01 to read in its entirety as follows:
 
(a)    Line of Credit Loan Fee.  The Borrower agrees to pay a loan fee for the Line of Credit equal to ten basis points of the Commitment.  This fee is due on the date of this Agreement and annually thereafter.
 
SECTION 3.   Limitations on Amendments.
 
3.1   The amendments set forth in Section 2 above are effective for the purposes set forth herein and will be limited precisely as written and will not be deemed to (a) be a consent to any other amendment, waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document, (b) otherwise prejudice any right or remedy which the Bank may now have or may have in the future under or in connection with the Credit Agreement or any other Loan Document or (c) be a consent to any future amendment, waiver or modification of any other term or condition of the Credit Agreement or any other Loan Document.
 
3.2   This Amendment is to be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein waived, are hereby ratified and confirmed and will remain in full force and effect.
 
SECTION 4.   Representations and Warranties .   The Borrower represents and warrants to the Bank as follows:
 
4.1   Immediately after giving effect to this Amendment the representations and warranties of (i) the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document shall be true and correct in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects, and the representations and warranties contained in subsections (a) and (b) of Section 5.06 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.02 of the Credit Agreement.
 
NIC Inc. - Amendment No. 1 to Amended and Restated Credit Agreement
 
 
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4.2   Immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
 
SECTION 5.     Expenses.   The Borrower agrees to pay to the Bank upon demand, the amount of any and all out-of-pocket expenses, including the reasonable fees and expenses of its counsel, which the Bank may incur in connection with the preparation, documentation, and negotiation of this Amendment and all related documents.
 
SECTION 6.     Reaffirmation .  The Borrower hereby reaffirms its obligations under each Loan Document (as amended hereby) to which it is a party.
 
SECTION 7.     Effectiveness .   This Amendment will become effective as of the date hereof upon:
 
(a)   the execution and delivery of this Amendment, whether the same or different copies, by the Borrower and Bank; and
 
(b)   the payment of a one-time upfront fee of $10,000.00 which shall be fully earned by the Bank upon the Bank’s execution and delivery of this Amendment.
 
SECTION 8.     Governing Law.   This Amendment will be governed by and will be construed and enforced in accordance with the laws of the State of Missouri applicable to agreements made and prepared entirely within such State; provided that the Bank shall retain all rights arising under federal law.
 
SECTION 9.     Claims, Counterclaims, Defenses, Rights of Set-Off.   The Borrower hereby represents and warrants to the Bank that it has no knowledge of any facts that would support a claim, counterclaim, defense or right of set-off.
 
SECTION 10.   Counterparts.   This Amendment may be signed in any number of counterparts, and by different parties hereto in separate counterparts, with the same effect as if the signatures to each such counterpart were upon a single instrument.  All counterparts will be deemed an original of this Amendment.
 

 
[ Remainder of Page Intentionally Left Blank ]
 
 
 
 
 
 
 
 
 
NIC Inc. - Amendment No. 1 to Amended and Restated Credit Agreement
 
 
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In Witness Whereof , the parties hereto have caused this Amendment to be executed as of the date first written above.  
 
Borrower: NIC INC.
  a Delaware corporation
       
       
  By:    
  Name:    
  Title:    
       
       
Bank: BANK OF AMERICA, N.A.
       
       
  By:    
  Name:    
  Title:    
 
 
NIC Inc. - Amendment No. 1 to Amended and Restated Credit Agreement
 
 
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CONSENT TO AMENDMENT NO. 1
TO AMENDED AND RESTATED CREDIT AGREEMENT

Each of the undersigned is a Guarantor and party to that certain Amended and Restated Continuing and Unconditional Guaranty dated August 6, 2014 (the “ Guaranty ”) in favor of Bank of America, N.A. pursuant to which the Guarantors have guaranteed the obligations of NIC INC. to Bank of America, N.A., as Bank and L/C Issuer pursuant to or in connection with that certain Amended and Restated Credit Agreement dated August 6, 2014 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) and the other Loan Documents (as defined in the Credit Agreement).  Each of the Guarantors hereby consents to Amendment No. 1 to the Amended and Restated Credit Agreement dated as of July 9, 2015.

Each Guarantor hereby reaffirms its obligations under the Guaranty.
 
In Witness Whereof , the Guarantors have caused this Consent to be executed as of July 9, 2015 .
 
 
ALABAMA INTERACTIVE, LLC ,
an Alabama limited liability company
   
 
ARKANSAS INFORMATION CONSORTIUM, LLC ,
an Arkansas limited liability company
   
 
COLORADO INTERACTIVE, LLC ,
a Colorado limited liability company
   
 
CONNECTICUT INTERACTIVE, LLC,
a Connecticut limited liability company
   
 
HAWAII INFORMATION CONSORTIUM, LLC ,
a Hawaii limited liability company
   
 
IDAHO INFORMATION CONSORTIUM, LLC ,
an Idaho limited liability company
   
 
INDIANA INTERACTIVE, LLC ,
an Indiana limited liability company
   
 
IOWA INTERACTIVE, LLC ,
an Iowa limited liability company
   
 
KANSAS INFORMATION CONSORTIUM, LLC ,
a Kansas limited liability company
 
 
NIC Inc. - Amendment No. 1 to Amended and Restated Credit Agreement
 
 
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KENTUCKY INTERACTIVE LLC ,
a Kentucky limited liability company
   
 
MAINE INFORMATION NETWORK, LLC ,
a Maine limited liability company
   
 
MISSISSIPPI INTERACTIVE, LLC,
a Mississippi limited liability company
   
 
MONTANA INTERACTIVE, LLC ,
a Montana limited liability company
   
  NICUSA, INC. , a Kansas corporation
   
 
NIC FEDERAL, LLC , f/k/a
NIC TECHNOLOGIES, LLC ,
a Kansas limited liability company
   
 
NEBRASKA INTERACTIVE, LLC ,
a Nebraska limited liability company
   
 
NEW JERSEY INTERACTIVE, LLC,
a New Jersey limited liability company
   
 
NEW MEXICO INTERACTIVE, LLC ,
a New Mexico limited liability company
   
 
NIC SERVICES, LLC,
a Colorado limited liability company
   
 
OKLAHOMA INTERACTIVE, LLC,
an Oklahoma limited liability company
   
 
PENNSYLVANIA INTERACTIVE, LLC,
a Pennsylvania limited liability company
   
 
RHODE ISLAND INTERACTIVE, LLC ,
a Rhode Island limited liability company
   
 
SOUTH CAROLINA INTERACTIVE, LLC ,
a South Carolina limited liability company
   
 
TEXAS NICUSA, LLC,
a Texas limited liability company
 
 
NIC Inc. - Amendment No. 1 to Amended and Restated Credit Agreement
 
 
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UTAH INTERACTIVE, LLC ,
a Utah limited liability company
   
 
VERMONT INFORMATION CONSORTIUM, LLC ,
a Vermont limited liability company
   
 
VIRGINIA INTERACTIVE, LLC ,
a Virginia limited liability company
   
 
WEST VIRGINIA INTERACTIVE, LLC,
a West Virginia limited liability company
   
 
WISCONSIN INTERACTIVE NETWORK, LLC ,
a Wisconsin limited liability company
 
 
 
  By: /s/ William F. Bradley, Jr.  
  Name: William F. Bradley, Jr.  
  Title: Secretary  
 
 
NIC Inc. - Amendment No. 1 to Amended and Restated Credit Agreement
 
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