Item 1.01 Entry into a Material Definitive Agreement
On March 14, 2019, WageWorks, Inc., a Delaware corporation (the Company), entered into a Reporting Extension Agreement (the Third
Extension Agreement), by and among the Company, the lenders party thereto and MUFG Union Bank, N.A., as administrative agent (Agent), relating to the Companys existing Second Amended and Restated Credit Agreement (the
Credit Agreement), by and among the Company, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Agent. The Third Extension Agreement extends the time period for delivery to Agent and the
lenders of the Companys (1) restated audited annual financial statements for the fiscal year ending December 31, 2016, (2) audited annual financial statements for the fiscal year ending December 31, 2017, (3) restated
consolidated financial statements for the fiscal quarters ending March 31, 2016, June 30, 2016, September 30, 2016, March 31, 2017, June 30, 2017 and September 30, 2017, and (4) consolidated financial statements
for the fiscal quarters ending March 31, 2018, June 30, 2018, and September 30, 2018, until March 19, 2019. The Third Extension Agreement further extends the time period for delivery to Agent and the Lenders of the Companys
audited financial statements for the fiscal year ending December 31, 2018 until May 10, 2019.
In connection with the Third Extension Agreement,
the Company has agreed to pay Agent, for the account of the Lenders, a
non-refundable
fee equal to $100,000.
Certain of the lenders and their affiliates have engaged in, and may in the future engage in, 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 those transactions.
The
foregoing description of the Third Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Extension Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.