Cloudera Secures $500M Credit Facility

December 23, 2020

Cloudera entered into a senior secured credit agreement with Citibank as administrative agent and collateral agent, and a syndicate of lenders. Citigroup Global Markets, BofA Securities, J.P. Morgan Chase Bank and Morgan Stanley Senior Funding served as joint lead arrangers and joint bookrunners for the Credit Agreement. The Credit Agreement provides for a seven-year senior secured institutional term loan “B” in an aggregate principal amount of $500,000,000. The Term Loans amortize at a per annum rate equal to 1% payable quarterly, with the balance payable at maturity on December 22, 2027. The proceeds of the Term Loans will be used for general corporate purposes, including to fund repurchases of Cloudera’s common stock and to pay transaction costs and expenses in connection therewith.

The Term Loans are guaranteed on a senior secured basis by each direct or indirect wholly-owned domestic subsidiary of Cloudera, subject to certain customary exceptions.

At Cloudera’s option, the Term Loans will bear interest at a per annum rate equal to a “Eurocurrency Rate” plus 2.50%, in the case of Eurocurrency Rate borrowings, or a “Base Rate” plus 1.50%, in the case of Base Rate borrowings.

The Credit Agreement contains usual and customary representations and warranties, usual and customary optional and mandatory prepayment provisions, and usual and customary affirmative and negative covenants, including limitations on liens, investments, restricted payments, additional indebtedness, transactions with affiliates and asset sales and mergers. The Credit Agreement does not contain any financial covenants. The obligations of Cloudera under the Credit Agreement may be accelerated upon customary events of default, including non-payment of principal, interest, fees and other amounts, inaccuracy of representations and warranties, violation of covenants, cross default and cross acceleration to material third party indebtedness, voluntary and involuntary bankruptcy or insolvency proceedings, inability to pay debts as they become due, material judgments, ERISA events, actual or asserted invalidity of security documents or guarantees and change in control.

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