Item 1.01 Entry into a Material Definitive Agreement
On May 5, 2014, RealPage, Inc. (the "Company") entered into a Fourth Amendment
to Amended and Restated Credit Agreement (the "Fourth Amendment)" by and among
the Company, Wells Fargo Capital Finance, LLC, as the arranger and
administrative agent ("Agent") and the lenders party thereto (the "Lenders").
The Fourth Amendment amends the terms of the Company's existing Amended and
Restated Credit Agreement, dated as of December 22, 2011 (the "Credit
Facility"), by and among the Company, the Agent and the Lenders. Under the terms
of the Fourth Amendment, the restrictive covenants were amended to permit the
Company to repurchase up to $75,000,000 of the Company's capital stock, subject
to certain conditions. Additionally, the fixed charge coverage ratio was
replaced with a new minimum interest expense coverage ratio and the maximum
capital expenditures limitations were increased.
The Agent, Lenders and their affiliates have engaged in, and may in the future
engage in, banking and other commercial dealings in the ordinary course of
business with the Company or its affiliates. They have received, or may in the
future receive, customary fees and commissions for these transactions.
The foregoing description of the Fourth Amendment is qualified in its entirety
by reference to the full text of the Fourth Amendment, a copy of which is filed
herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition
On May 6, 2014, RealPage, Inc. issued a press release reporting its financial
results for its fiscal quarter ended March 31, 2014. A copy of the press release
is furnished herewith as Exhibit 99.1.
Item 8.01 Other Events
On May 6, 2014, the Company issued a press release announcing that its board of
directors authorized a stock repurchase program, under which the Company may
purchase up to $50 million of its outstanding shares of common stock continuing
for a period of up to one year. Under the repurchase program, the Company is
authorized to repurchase shares through Rule 10b5-1 plans, open market
purchases, privately negotiated transactions, block purchases or otherwise in
accordance with applicable federal securities laws, including Rule 10b-18 of the
Securities Exchange Act of 1934, as amended. The Company may choose to suspend
or discontinue the repurchase program at any time. Any repurchased shares will
be retired to the status of authorized and unissued shares. A copy of the press
release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
10.1 Fourth Amendment to Amended and Restated Credit Agreement among the
Registrant, Wells Fargo Capital Finance, LLC and the Lenders Party
thereto dated May 5, 2014.
99.1 RealPage, Inc. Press Release dated May 6, 2014.
The information furnished in this Current Report under Item 2.02 and Exhibit
99.1 attached hereto, shall not be deemed "filed" for purposes of Section 18 of
the Exchange Act, or incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.