UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into Material Definitive Agreement
On March 31, 2022, Palantir Technologies Inc. (the “Company”) and its subsidiary Palantir USG, Inc. (“Guarantor”) entered into Amendment No. 12 to Revolving Credit Agreement and Incremental Agreement, dated as of March 31, 2022 (the “Twelfth Amendment”), among the Company, the Guarantor, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent (the “Administrative Agent”), pursuant to which (a) the Revolving Credit Agreement, dated as of October 7, 2014 (as amended, modified, or supplemented, the “Existing Credit Agreement”), among the Company, the Guarantor, the lenders party thereto, and the Administrative Agent, was amended and restated in its entirety (as so amended and restated, the “Credit Agreement”), (b) the existing Pledge and Security Agreement, dated as of December 20, 2019 (as amended, modified, or supplemented, the “Existing Security Agreement”), among the Company, the Guarantor and the Administrative Agent, was amended and restated in its entirety (as so amended and restated, the “Security Agreement”), and (c) the existing Guaranty Agreement, dated as of October 7, 2014 (as amended, modified, or supplemented, the “Existing Guaranty Agreement”), between the Guarantor in favor of the Administrative Agent, was amended and restated in its entirety (as so amended and restated, the “Guaranty Agreement”).
The Twelfth Amendment provides for, among other things, an extension of the revolving loan facility maturity date, an increase of $100.0 million from existing and new lenders to the revolving commitments under the Existing Credit Agreement, for total revolving commitments of $500.0 million, and an incremental loan facility of additional term loans or revolving loans in an aggregate principal amount up to the amount and upon the terms and conditions set forth in the Credit Agreement with one or more existing or new lenders upon mutual agreement between the Company and such lenders. As of the date hereof, no amounts are outstanding under the Credit Agreement. The Twelfth Amendment also made certain modifications to the representations, warranties and covenants of the Existing Credit Agreement, the Existing Security Agreement, and the Existing Guaranty Agreement, as applicable.
The foregoing descriptions of the Twelfth Amendment and the Credit Agreement, the Security Agreement, and the Guaranty Agreement attached thereto are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 10.1 hereto and incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PALANTIR TECHNOLOGIES INC. | ||
| By: | /s/ Alexander C. Karp | |
| Alexander C. Karp Chief Executive Officer | ||
Date: April 1, 2022