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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2011
QuinStreet, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
001-34628 (Commission File Number) |
77-0512121 (I.R.S. Employer Identification No.) |
950 Tower Lane., Suite 600
Foster City, CA 94404
(Address of principal executive offices and zip code)
Foster City, CA 94404
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 578-7700
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
Effective February 2, 2011, QuinStreet exercised the accordion feature of its credit facility
and entered into New Lender Addenda (the “New Lender Addenda”) to the Amended and Restated
Revolving Credit and Term Loan Agreement (the “Credit Agreement”), dated as of January 14, 2010,
with U.S. Bank National Association and Bank of the West. The exercise of the accordion feature
increased the revolving credit capacity from $140.0 million to $190.0 million, increasing the total
capacity of the credit facility to $225.0 million. In addition, the allocations to the lenders
participating in the credit facility were revised to include the new lenders, as set forth in the
amended Schedule 1.2 to the Credit Agreement.
The foregoing description is qualified by reference to the New Lender Addenda and the revised
Schedule 1.2, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and incorporated herein by
reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
On January 27, 2011, the Company’s Board of Directors increased the size of the board by one
seat, to a total of eight. On the same day, the Board elected Bronwyn Syiek, the Company’s
President and Chief Operating Officer, to the vacant seat, effective immediately. She will serve as
a Class II director with a term expiring on the date of the Company’s 2011 annual meeting of
shareholders. Ms. Syiek was not named to any committee of the Board of Directors.
Ms. Syiek was not elected to the Board of Directors pursuant to any arrangement or
understanding with any other person.
Ms. Syiek participates in the compensation arrangements for executive officers described in
the Compensation Discussion and Analysis of the Registrant’s Definitive Proxy Statement that was
filed with the Securities and Exchange Commission on September 13, 2010. Ms. Syiek has not
otherwise entered into any material plan, contract, or arrangement, or amendment thereto, or
received any grant or award under such plan, contract or arrangement, in connection with her
selection as a director.
Katrina Boydon serves as our Vice President of Content and Compliance and is the sister of Ms.
Syiek. Ms. Boydon’s fiscal year 2011 base salary is $202,585 per year, and she has a fiscal year
2011 target bonus of $72,543. In fiscal year 2010, Ms. Boydon received a base salary of $192,937, a
bonus payout of $67,170 and was granted options to purchase an aggregate of 45,000 shares of our
common stock.
Except as described above, there are no other transactions between the Company and Ms. Syiek
that would require disclosure under Item 404(a) of Regulation S-K.
For
additional information, reference is made to the Company’s press release dated February 2, 2011,
which is included as Exhibit 99.1 hereto and is incorporated herein by reference. The press release
attached hereto is being furnished to the SEC and shall not be deemed to be “filed” for any purpose except as provided herein.
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit | ||
| Number | Description | |
10.1
|
New Lender Addendum by U.S. Bank National Association, dated February 2, 2011, to the Amended and Restated Revolving Credit and Term Loan Agreement dated January 14, 2011 | |
10.2
|
New Lender Addendum by Bank of the West, dated February 2, 2011, to the Amended and Restated Revolving Credit and Term Loan Agreement dated January 14, 2011 | |
10.3
|
Revised Schedule 1.2, dated February 2, 2011, to the Amended and Restated Revolving Credit and Term Loan Agreement dated January 14, 2011 | |
99.1
|
Press release dated February 2, 2011 entitled “QuinStreet Elects Bronwyn Syiek to Board of Directors” |
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SIGNATURE
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, thereunto duly authorized.
| QuinStreet, Inc. |
||||
| Dated: February 2, 2011 | By: | /s/ Daniel Caul | ||
| General Counsel | ||||
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INDEX TO EXHIBITS
| Exhibit No. | Description | |
10.1
|
New Lender Addendum by U.S. Bank National Association, dated February 2, 2011, to the Amended and Restated Revolving Credit and Term Loan Agreement dated January 14, 2011 | |
10.2
|
New Lender Addendum by Bank of the West, dated February 2, 2011, to the Amended and Restated Revolving Credit and Term Loan Agreement dated January 14, 2011 | |
10.3
|
Revised Schedule 1.2, dated February 2, 2011, to the Amended and Restated Revolving Credit and Term Loan Agreement dated January 14, 2011 | |
99.1
|
Press release dated February 2, 2011 entitled “QuinStreet Elects Bronwyn Syiek to Board of Directors” |
Exhibit 10.1
NEW LENDER ADDENDUM
THIS NEW LENDER ADDENDUM, dated February 2, 2011, to the Amended and Restated Revolving Credit
and Term Loan Agreement dated as of the 14th day of January, 2010 (as otherwise amended
or modified from time to time, the “Credit Agreement”), among QuinStreet, Inc. (“Borrower”), each
of the financial institutions parties thereto (collectively, the “Lenders”) and Comerica Bank, as
Agent for the Lenders.
WITNESSETH:
WHEREAS, the Credit Agreement provides in Section 2.13 thereof that a financial institution,
although not originally a party thereto, may become a party to the Credit Agreement with the
consent of the Borrower and the Agent by executing and delivering to the Agent a New Lender
Addendum to the Credit Agreement in substantially the form of this New Lender Addendum; and
WHEREAS, the undersigned New Lender (the “New Lender”) was not an original party to the Credit
Agreement but now desires to become a party thereto;
NOW, THEREFORE, the New Lender hereby agrees as follows:
The New Lender hereby confirms that it has received a copy of the Credit Agreement and the
exhibits and schedules referred to therein, and all other Loan Documents which it considers
necessary, together with copies of the other documents which were required to be delivered under
the Credit Agreement as a condition to the making of the loans thereunder. The New Lender
acknowledges and agrees that it: (a) has made and will continue to make such inquiries and has
taken and will take such care on its own behalf as would have been the case had its commitment been
granted and its loans been made directly by such New Lender to the Borrower without the
intervention of the Agent or any other Lender; and (b) has made and will continue to make,
independently and without reliance upon the Agent or any other Lender, and based on such documents
and information as it has deemed appropriate, its own credit analysis and decisions relating to the
Credit Agreement. The New Lender further acknowledges and agrees that the Agent has made any
representations or warranties about the creditworthiness of the Borrower or any other party to the
Credit Agreement or any other of the Loan Documents, or with respect to the legality, validity,
sufficiency or enforceability of the Credit Agreement, or any other of the Loan Documents.
New Lender represents and warrants that it is a Person to which assignments are permitted
pursuant to Sections 13.8(c) and (d) of the Credit Agreement.
Except as otherwise provided in the Credit Agreement, effective as of the Effective Date (as
defined below):
| (a) | the New Lender (i) shall be deemed automatically to have become a party to the Credit Agreement and the other Loan Documents, and to have all the rights and obligations of a party to the Credit Agreement and the other Loan Documents, as if it were an original signatory; and (ii) agrees to be bound by the terms and |
| conditions set forth in the Credit Agreement and the other Loan Documents as if it were an original signatory thereto; and | |||
| (b) | the New Lender shall be a Revolving Credit Lender and its Percentage of the Revolving Credit Aggregate Commitment (and its risk participation in Letters of Credit) shall be as set forth in the attached revised Schedule 1.2 (Percentages); provided any fees paid prior to the Effective Date, including any Letter of Credit Fees, shall not be recalculated, redistributed or reallocated by Borrower, Agent or the Lenders. |
As used herein, the term “Effective Date” means the date on which all of the following have
occurred or have been completed, as reasonably determined by the Agent:
(1) the Borrower shall have paid to the Agent, all interest, fees (including the Revolving
Credit Facility Fee) and other amounts, if any, accrued to the Effective Date for which
reimbursement is then owing under the Credit Agreement;
(2) New Lender shall have remitted to the Agent funds in an amount equal to its Percentage of
all Advances of the Revolving Credit outstanding as of the Effective Date; and
(3) the Borrower shall have executed and delivered to the Agent for the New Lender, a new
Revolving Credit Note payable to such New Lender in the face amount of such New Lender’s Percentage
of the Revolving Credit Aggregate Commitment (after giving effect to this New Lender Addendum, and
any other New Lender Addendum executed concurrently herewith).
The Agent shall notify the New Lender, along with Borrower, of the Effective Date. The New
Lender shall deliver herewith to the Agent administrative details with respect to the funding and
distribution of Advances (and Letters of Credit) as requested by Agent.
Terms defined in the Credit Agreement and not otherwise defined herein shall have their
defined meanings when used herein.
IN WITNESS WHEREOF, the undersigned has caused this New Lender Addendum to be executed and
delivered by a duly authorized officer on the date first above written.
| U.S. BANK NATIONAL ASSOCIATION |
||||
| By: | /s/ Christie K. Shaw | |||
| Its: | Vice President | |||
| Accepted this 2nd day of February,
2011 |
||||
| QUINSTREET, INC. |
||||
| By: | /s/ Douglas Valenti | |||
| Its: | CEO | |||
| Accepted this 2nd day of February,
2011 |
||||
| COMERICA BANK, as Agent |
||||
| By: | /s/ Phil Koblis | |||
| Its: | SVP | |||
Exhibit 10.2
NEW LENDER ADDENDUM
THIS NEW LENDER ADDENDUM, dated February 2, 2011, to the Amended and Restated Revolving Credit
and Term Loan Agreement dated as of the 14th day of January, 2010 (as otherwise amended
or modified from time to time, the “Credit Agreement”), among QuinStreet, Inc. (“Borrower”), each
of the financial institutions parties thereto (collectively, the “Lenders”) and Comerica Bank, as
Agent for the Lenders.
WITNESSETH:
WHEREAS, the Credit Agreement provides in Section 2.13 thereof that a financial institution,
although not originally a party thereto, may become a party to the Credit Agreement with the
consent of the Borrower and the Agent by executing and delivering to the Agent a New Lender
Addendum to the Credit Agreement in substantially the form of this New Lender Addendum; and
WHEREAS, the undersigned New Lender (the “New Lender”) was not an original party to the Credit
Agreement but now desires to become a party thereto;
NOW, THEREFORE, the New Lender hereby agrees as follows:
The New Lender hereby confirms that it has received a copy of the Credit Agreement and the
exhibits and schedules referred to therein, and all other Loan Documents which it considers
necessary, together with copies of the other documents which were required to be delivered under
the Credit Agreement as a condition to the making of the loans thereunder. The New Lender
acknowledges and agrees that it: (a) has made and will continue to make such inquiries and has
taken and will take such care on its own behalf as would have been the case had its commitment been
granted and its loans been made directly by such New Lender to the Borrower without the
intervention of the Agent or any other Lender; and (b) has made and will continue to make,
independently and without reliance upon the Agent or any other Lender, and based on such documents
and information as it has deemed appropriate, its own credit analysis and decisions relating to the
Credit Agreement. The New Lender further acknowledges and agrees that the Agent has made any
representations or warranties about the creditworthiness of the Borrower or any other party to the
Credit Agreement or any other of the Loan Documents, or with respect to the legality, validity,
sufficiency or enforceability of the Credit Agreement, or any other of the Loan Documents.
New Lender represents and warrants that it is a Person to which assignments are permitted
pursuant to Sections 13.8(c) and (d) of the Credit Agreement.
Except as otherwise provided in the Credit Agreement, effective as of the Effective Date (as
defined below):
| (a) | the New Lender (i) shall be deemed automatically to have become a party to the Credit Agreement and the other Loan Documents, and to have all the rights and obligations of a party to the Credit Agreement and the other Loan Documents, as if it were an original signatory; and (ii) agrees to be bound by the terms and conditions set forth in the Credit Agreement and the other Loan Documents as if it were an original signatory thereto; and | ||
| (b) | the New Lender shall be a Revolving Credit Lender and its Percentage of the Revolving Credit Aggregate Commitment (and its risk participation in Letters of Credit) shall be as set forth in the attached revised Schedule 1.2 (Percentages); provided any fees paid prior to the Effective Date, including any Letter of Credit Fees, shall not be recalculated, redistributed or reallocated by Borrower, Agent or the Lenders. |
As used herein, the term “Effective Date” means the date on which all of the following have
occurred or have been completed, as reasonably determined by the Agent:
(1) the Borrower shall have paid to the Agent, all interest, fees (including the Revolving
Credit Facility Fee) and other amounts, if any, accrued to the Effective Date for which
reimbursement is then owing under the Credit Agreement;
(2) New Lender shall have remitted to the Agent funds in an amount equal to its Percentage of
all Advances of the Revolving Credit outstanding as of the Effective Date; and
(3) the Borrower shall have executed and delivered to the Agent for the New Lender, a new
Revolving Credit Note payable to such New Lender in the face amount of such New Lender’s Percentage
of the Revolving Credit Aggregate Commitment (after giving effect to this New Lender Addendum, and
any other New Lender Addendum executed concurrently herewith).
The Agent shall notify the New Lender, along with Borrower, of the Effective Date. The New
Lender shall deliver herewith to the Agent administrative details with respect to the funding and
distribution of Advances (and Letters of Credit) as requested by Agent.
Terms defined in the Credit Agreement and not otherwise defined herein shall have their
defined meanings when used herein.
IN WITNESS WHEREOF, the undersigned has caused this New Lender Addendum to be executed and
delivered by a duly authorized officer on the date first above written.
| BANK OF THE WEST |
||||
| By: | /s/ Stuart Darby | |||
| Its: | Vice President & Senior Relationship Manager | |||
| Accepted this 2nd day of February,
2011 |
||||
| QUINSTREET, INC. |
||||
| By: | /s/ Douglas Valenti | |||
| Its: | CEO | |||
| Accepted this 2nd day of February,
2011 |
||||
| COMERICA BANK, as Agent |
||||
| By: | /s/ Phil Koblis | |||
| Its: | SVP | |||
Exhibit 10.3
Schedule 1.2
Percentages and Allocations
Revolving Credit and Term Loan Facilities
Percentages and Allocations
Revolving Credit and Term Loan Facilities
| REVOLVING | REVOLVING | |||||||||||||||||||||||
| CREDIT | CREDIT | TERM LOAN | TERM LOAN | WEIGHTED | TOTAL | |||||||||||||||||||
| LENDERS | PERCENTAGE | ALLOCATIONS | PERCENTAGE | ALLOCATIONS | PERCENTAGE | ALLOCATION | ||||||||||||||||||
Comerica Bank |
21.84210526 | % | $ | 41,500,000 | 42.85714286 | % | $ | 13,500,000 | 24.8306998 | % | $ | 55,000,000 | ||||||||||||
Union Bank |
20.00000000 | % | $ | 38,000,000 | 20.00000000 | % | $ | 6,300,000 | 20.0000000 | % | $ | 44,300,000 | ||||||||||||
Bank of America |
24.47368421 | % | $ | 46,500,000 | 22.85714286 | % | $ | 7,200,000 | 24.2437923 | % | $ | 53,700,000 | ||||||||||||
Credit Suisse |
7.36842105 | % | $ | 14,000,000 | 0.0000000 | % | $ | 0 | 6.3205416 | % | $ | 14,000,000 | ||||||||||||
JPMorgan Chase |
10.52631579 | % | $ | 20,000,000 | 14.28571429 | % | $ | 4,500,000 | 11.0609481 | % | $ | 24,500,000 | ||||||||||||
U.S. Bank |
7.89473684 | % | $ | 15,000,000 | 0.0000000 | % | $ | 0 | 6.7720090 | % | $ | 15,000,000 | ||||||||||||
Bank of the West |
7.89473684 | % | $ | 15,000,000 | 0.0000000 | % | $ | 0 | 6.7720090 | % | $ | 15,000,000 | ||||||||||||
TOTALS |
100 | % | $ | 190,000,000 | 100 | % | $ | 31,500,000 | 100 | % | $ | 221,500,000 | ||||||||||||
Exhibit 99.1
QuinStreet Elects Bronwyn Syiek to Board of Directors
Foster City, CA — February 2, 2011 — QuinStreet, Inc. (NASDAQ: QNST), a leader in vertical
marketing and media online, today announced that Bronwyn Syiek, President and Chief Operating
Officer of the Company, has been elected to the Board of Directors. Her election increases the
total number of directors from seven to eight.
As a member of the Company’s founding team, Ms. Syiek has been with QuinStreet for 11 years. She
has served as QuinStreet’s President since 2007 and as Chief
Operating Officer since 2004. She
previously held roles as Senior Vice President and Vice President. Prior to joining QuinStreet, Ms.
Syiek served as Director of Business Development and member of the Executive Committee at De La Rue
Plc, a bank note printing and security product company. She also previously served as a strategy
consultant at McKinsey & Company and held various investment management and banking positions with
Lloyds Bank and Charterhouse Bank. She holds an M.A. in Natural Sciences from Cambridge University.
“Bronwyn is a member of our founding team, and her election to the Board recognizes the breadth of
her role and the importance of her contribution to the Company and our business,” commented Doug
Valenti, QuinStreet CEO. “Bronwyn brings a detailed understanding of our operations and strategy to
the Board. We expect her contributions to be invaluable.”
About QuinStreet
QuinStreet, Inc. (NASDAQ: QNST) is a leader in vertical marketing and media online. QuinStreet is
headquartered in Foster City, CA. For more information, please visit www.quinstreet.com.
Contact Information:
Erica Abrams or Matthew Hunt
(415) 217-5864 or (415) 489-2194
erica@blueshirtgroup.com
matt@blueshirtgroup.com
(415) 217-5864 or (415) 489-2194
erica@blueshirtgroup.com
matt@blueshirtgroup.com