anniversary thereafter. However, from and after the third anniversary of the issuance of such preferred equity, we have the option to pay such dividends in cash at an interest rate of 1.0% lower
than the paid-in-kind rate. The Series A Preferred Stock is perpetual and is mandatorily redeemable in certain circumstances such as a change of control, liquidation,
winding up or dissolution, bankruptcy or other insolvency event, restructuring or capitalization transaction, or event of noncompliance.
Each Warrant entitles the holder to purchase one share of Common Stock. The Warrants are exercisable within 5 years from issuance. The strike
price is $3.00 for the Series I Warrants, and the strike price is $0.01 for the Series I Warrants.
As a result of the debt refinancing
transactions and issuance of Series A Preferred Stock, we added approximately $77.3 million of cash to its balance sheet. We believe our operating cash flow, combined with our existing cash, cash equivalents and credit facility will continue to
be sufficient to fund our operations for the next 12 months.
2016 first and second lien credit agreements (prior to refinancing in February 2022)
On May 10, 2016, the Borrower entered into (a) a First Lien Credit Agreement (the First Lien Credit
Agreement) with, among others, the lenders party thereto and Barclays Bank PLC, as administrative agent, and (b) a Second Lien Credit Agreement (the Second Lien Credit Agreement and, together with the First Lien Credit Agreement,
the Credit Agreements and each, a Credit Agreement) with, among others, the lenders party thereto and Wilmington Trust, National Association, as administrative agent.
In connection with the Business Combination on June 16, 2021, we paid down $216.7 million under our first lien term loan and paid
$231.3 million to settle our second lien subordinated term loan.
The aggregate outstanding principal amount under the First Lien
Credit Agreement was $552.0 million as of December 31, 2021 and the aggregate outstanding principal under the Credit Agreements was $999.6 million as of December 31, 2020. The term loan under the First Lien Credit Agreement is
payable in quarterly installments and matures on May 10, 2023.
The First Lien Credit Agreement includes a revolving credit facility
with a maximum borrowing capacity of $70.0 million, including $15.0 million sub-limit for swingline loans and amounts available for letters of credit. The issuance of such letters of credit and the
making of swingline loans reduces the amount available under the applicable revolving credit facility. The Borrower may make draws under the revolving credit facility for general corporate purposes until the maturity date of the revolving credit
facility.
The revolving facility under the First Lien Credit Agreement matures on May 10, 2023 unless (a) as of
February 9, 2023 (the Springing Maturity Date), either (i) more than $100.0 million of first lien term loans remain outstanding on the Springing Maturity Date or (ii) the debt incurred to refinance any portion of the
first lien term loans in excess of $100.0 million does not satisfy specified parameters, in which case the first lien revolving facility will mature on February 9, 2023, or (b) the Borrower makes certain prohibited restricted
payments, in which case the first lien revolving facility will mature on the date of such restricted payment.
The 2016 first lien credit
arrangement is guaranteed by Wilco Intermediate Holdings, Inc. and its domestic subsidiaries, subject to customary exceptions (collectively, the Guarantors) and secured by substantially all of the assets of the Borrower and Guarantors.
The borrowings under the Credit Agreement bear interest, at the Borrowers election, at a base interest rate of the Alternate Base
Rate (ABR) or London InterBank Offered Rate (LIBOR) plus an interest rate spread, as defined in the Credit Agreement. The ABR is the highest of (i) the federal funds rate plus 0.5%, (ii)
one-month LIBOR plus 1.0%, and (iii) the prime rate. The LIBOR term may be one, two, three, or six months (or, to the extent available, 12 months or a shorter period).
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