Magnite (MGNI) Enters Credit Agreement with Morgan Stanley Senior Funding

On February 6, 2024, Magnite (NASDAQ: MGNI) entered into a credit agreement (the “Credit Agreement”) with Morgan Stanley Senior Funding, Inc. as term loan administrative agent and Citibank, N.A. as revolving facility administrative agent and collateral agent, and other lender parties thereto. The Credit Agreement provides for a $365 million seven-year senior secured term loan facility and a $175 million senior secured revolving credit facility. The proceeds from the term loan facility were used to repay in full the outstanding facilities under a credit agreement (the "Existing Credit Agreement") with Goldman Sachs Bank USA as administrative agent and collateral agent, dated as of April 30, 2021. The revolving credit facility will be available for general corporate purposes. The obligations under the Credit Agreement are secured by substantially all of the assets of the Company pursuant to a collateral agreement entered into with the collateral agent.

Amounts outstanding under the Credit Agreement accrue interest at a rate equal to, (1) for the term loans, at the Company’s election, Term SOFR (as defined in the Credit Agreement) plus a margin of 4.50% per annum, or ABR (as defined in the Credit Agreement) plus a margin of 3.50%, and (2) for the revolving loans, at the Company’s election, Term SOFR plus a margin of 3.50% to 4.00%, or ABR plus a margin of 2.50% to 3.00%, in each case, depending on the Company’s first lien net leverage ratio.

The covenants of the Credit Agreement include customary negative covenants that, among other things, restrict the Company’s ability to incur additional indebtedness, grant liens and make certain acquisitions, investments, asset dispositions and restricted payments. In addition, the Credit Agreement contains a financial covenant, tested on the last day of any fiscal quarter if utilization of the revolving credit facility exceeds 35% of the total revolving commitments, that requires the Company to maintain a first lien net leverage ratio not greater than 3.25 to 1.00.

The Credit Agreement includes customary events of default, and customary rights and remedies upon the occurrence of any event of default thereunder, including rights to accelerate the loans, terminate the commitments thereunder and realize upon the collateral securing the obligations under the Credit Agreement.

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