Annual report pursuant to Section 13 and 15(d)

Subsequent Event

v3.6.0.2
Subsequent Event
12 Months Ended
Dec. 31, 2016
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
Acquisition Activity
In January 2017, the Company acquired substantially all of the assets of Axiometrics LLC ("Axiometrics"), a leading provider of data and analytics services for the multifamily industry. This acquisition expanded our multifamily data analytics platform and will be integrated with MPF Research, our market research database. Purchase consideration was comprised of a cash payment at closing of $67.5 million, a deferred cash obligation of up to $7.5 million, and contingent cash payments of up to $5.0 million. The deferred cash obligation serves as security for the benefit of the Company against the sellers' indemnification obligations. Subject to any indemnification claims made, the deferred cash obligation will be released over a period of 24 months following the acquisition date. Payment of the contingent cash obligation is dependent upon the achievement of certain revenue targets during the twelve months period ending December 31, 2018.
In February 2017, we entered into an agreement to acquire Lease Rent Options ("LRO") and related assets from The Rainmaker Group Holdings, Inc. The acquisition of LRO will extend our revenue management footprint, augment our repository of real-time lease transaction data, and increase our data science talent and capabilities. We expect the acquisition of LRO to increase the market penetration of our YieldStar solution and drive additional revenue growth in our asset optimization solutions. Pursuant to the asset purchase agreement, purchase consideration will be comprised of a cash payment at closing of approximately $298.5 million, subject to reduction for outstanding indebtedness, unpaid transaction expenses and a working capital adjustment, and a deferred cash obligation of up to $1.5 million. The deferred cash obligation serves as security for the benefit of the Company against the sellers' indemnification obligations. Subject to any indemnification claims made, the deferred cash obligation will be released approximately twelve months following the acquisition date. The completion of the acquisition remains subject to certain standard conditions, and is expected to close during the second quarter of 2017.
Due to the timing of the acquisitions, certain disclosures required by ASC 805, including the allocation of the purchase price, have been omitted because the initial accounting for the business combinations was incomplete as of the filing date of this report. Such information will be included in the Company's subsequent Form 10-Q.
Amendment of the Credit Facility
In February 2017, the Company entered into the Third Amendment to Credit Agreement and Incremental Amendment ("Third Amendment") to the Credit Facility with each of the lenders party thereto and Wells Fargo Bank, National Association, as the administrative agent. The Third Amendment modifies certain terms of the Credit Facility to, among other things, provide for an incremental $200.0 million delayed draw term loan ("Delayed Draw Term Loan") that is available to be drawn until May 31, 2017, extend the maturity of the Credit Facility to February 24, 2022, and amend the amortization schedule for the Term Loan. Under the amended amortization schedule, the Company will make quarterly principal payments of 0.6% of the Term Loan's and Delayed Draw Term Loan's respective outstanding balances beginning June 30, 2017. The quarterly payment amounts increase to 1.3% of their respective outstanding balances beginning on June 30, 2018, and to 2.5% beginning on June 30, 2020. Any remaining principal balance on Term Loan and Delayed Draw Term Loan is due on the date of maturity, February 24, 2022. With the new Delayed Draw Term Loan, the existing Term Loan, and the Revolving Facility, the Credit Facility now includes $522.6 million of drawn or available credit.
Except as amended, all of the existing terms of the Credit Facility remain in effect. All of the obligations under the Credit Facility, including the Delayed Draw Term Loan once drawn, are secured by substantially all of the Company's assets and by its existing and future domestic subsidiaries, except certain excluded subsidiaries, as provided in the Credit Facility.
Proceeds from the Delayed Draw Term Loan will be used to finance our anticipated acquisition of LRO.