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MARCUS & MILLICHAP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

June 24, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On June 18, 2014, Marcus & Millichap, Inc. (the "Company") entered into a Credit Agreement with Wells Fargo Bank, National Association ("Bank"), dated as of June 1, 2014 (the "Credit Agreement"). The Credit Agreement provides for a $60 million principal amount senior secured revolving credit facility that is guaranteed by all of the Company's domestic subsidiaries (the "Credit Facility"). The Credit Facility matures on June 1, 2017. The Company may borrow, repay and reborrow amounts under the Credit Facility until its maturity date, at which time all amounts outstanding under the Credit Facility must be repaid in full.

The Credit Agreement is intended to provide for future liquidity needs, if needed. The Company has no current plans to drawn down any commitments under the Credit Facility. The Credit Facility includes a $10 million sublimit for the issuance of standby letters of credit.

Borrowings under the Credit Facility will bear interest, at the Company's option, at either the (i) Base Rate (defined as the highest of (a) the Wells Fargo prime rate, (b) the Federal Funds Rate plus 1.5% and (c) one-month LIBOR plus 1.5%), or (ii) at a variable rate between 0.875% and 1.125% above LIBOR, based upon the total funded debt to EBITDA ratio. An unused line fee of between 0.1% and 0.0% shall be payable quarterly in respect of the total amount of the unutilized Lenders' commitments under the Credit Facility, based upon the amount of the unused line left outstanding.

The Credit Facility contains customary covenants, including financial covenants (which require the Company, on a combined basis with its guarantors, to maintain (i) an EBITDAR Coverage Ratio (as defined in the Credit Agreement) of not less than 1.25:1.0 as of each quarter end and (ii) total funded debt to EBITDA not greater than 2.0:1.0), reporting requirements and events of default. The Credit Facility is secured by substantially all assets of the Company, including pledges of 100% of the stock or other equity interest of each subsidiary except to the extent such property constitutes the capital stock of a controlled foreign corporation (as defined in the Internal Revenue Code), in which case no such pledge shall be required.

The foregoing description of the Credit Facility is only a summary and is qualified in its entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant



Please see the discussion set forth in response to Item 1.01 above.

Item 9.01. Financial Statements and Exhibits

(10.1) Credit Agreement, between the Company and Wells Fargo Bank, National Association dated as of June 1, 2014. 2



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Source: Edgar Glimpses


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