MemGPT/example-sec-filings · Datasets at Hugging Face

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available for our operations, expose us to risks that could materially
adversely affect our business, results of operations, and financial
condition, and impair our ability to satisfy our obligations under our
indebtedness.*

In March 2021, we issued \$2.0 billion aggregate principal amount of 0%
convertible senior notes due 2026 (the \"2026 Notes\"). In addition, on
October 31, 2022, we entered into a five-year unsecured revolving credit
facility with \$1.0 billion of initial commitments from a group of
lenders ("022 Credit Facility". As of December 1, 2022, there were no
borrowings outstanding under the 2022 Credit Facility, and we had total
outstanding letters of credit of \$28.5 illion under the 2022 Credit
Facility. We may also incur additional indebtedness to meet future
financing needs. Our indebtedness could have significant negative
consequences for our security holders and our business, results of
operations and financial condition by, among other things:

•increasing our vulnerability to adverse economic and industry
conditions;

•limiting our ability to obtain additional financing;

•requiring the dedication of a substantial portion of our cash flow from
operations to service our indebtedness, which will reduce the amount of
cash available for other purposes;

•limiting our flexibility to plan for, or react to, changes in our
business;

•diluting the interests of our existing stockholders as a result of
issuing shares of our Class A common stock upon conversion of the 2026
Notes; and

•placing us at a possible competitive disadvantage with competitors that
are less leveraged than us or have better access to capital.

21

The occurrence of any one of these events could have a material adverse
effect on our business, results of operations, and financial condition,
and ability to satisfy our obligations under our indebtedness.

Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness, including the 2026 Notes,
depends on our future performance, which is subject to economic,
financial, competitive and other factors beyond our control. Our
business may not generate sufficient funds, and we may otherwise be
unable to maintain sufficient cash reserves, to pay amounts due under
our indebtedness, including the 2026 Notes, and our cash needs may
increase in the future.

In addition, our existing credit agreement for our 2022 Credit Facility
contains, and any future indebtedness that we may incur may contain,
financial and other restrictive covenants that limit our ability to
operate our business, raise capital or make payments under our other
indebtedness. The covenants in the agreement governing our 2022 Credit
Facility (the "redit Agreement", among other things, limit our and our
subsidiaries'abilities to:

•incur additional indebtedness at subsidiaries that are not guarantors
of the 2022 Credit Facility;

•create or incur additional liens;

•partake in sale/leaseback transactions;

•engage in certain fundamental changes, including mergers or
consolidations; and

•enter into negative pledge clauses and clauses restricting subsidiary
distributions.

In addition, we are subject to a leverage ratio and fixed charge
coverage ratio covenants.

If we fail to comply with these covenants or to make payments under our
indebtedness when due, then we would be in default under that
indebtedness, which could, in turn, result in that and our other
indebtedness becoming immediately payable in full.

*We may be unable to raise the funds necessary to repurchase the 2026
Notes for cash following a fundamental change, or to pay any cash
amounts due upon conversion, and our future indebtedness may limit our
ability to repurchase the 2026 Notes or pay cash upon their conversion.*

Holders of the 2026 Notes may, subject to limited exceptions, require us
to repurchase their 2026 Notes following a fundamental change (as
defined in the indenture governing the 2026 Notes) at a cash repurchase
price generally equal to the principal amount of the 2026 Notes to be
repurchased, plus accrued and unpaid special interest or additional
interest, if any. In addition, upon conversion, we will satisfy part or
all of our conversion obligation in cash unless we elect to settle
conversions solely in shares of our Class A common stock. We may not
have enough available cash or be able to obtain financing at the time we
are required to repurchase the 2026 Notes or pay the cash amounts due
upon conversion. In addition, applicable law, regulatory authorities and
the agreements governing our future indebtedness may restrict our
ability to repurchase the 2026 Notes or pay the cash amounts due upon
conversion, if any. Our failure to repurchase the 2026 Notes or to pay
the cash amounts due upon conversion when required will constitute a

available for our operations, expose us to risks that could materially

adversely affect our business, results of operations, and financial

condition, and impair our ability to satisfy our obligations under our

indebtedness.*

In March 2021, we issued \$2.0 billion aggregate principal amount of 0%

convertible senior notes due 2026 (the \"2026 Notes\"). In addition, on

October 31, 2022, we entered into a five-year unsecured revolving credit

facility with \$1.0 billion of initial commitments from a group of

lenders ("022 Credit Facility". As of December 1, 2022, there were no

borrowings outstanding under the 2022 Credit Facility, and we had total

outstanding letters of credit of \$28.5 illion under the 2022 Credit

Facility. We may also incur additional indebtedness to meet future

financing needs. Our indebtedness could have significant negative

consequences for our security holders and our business, results of

operations and financial condition by, among other things:

•increasing our vulnerability to adverse economic and industry

conditions;

•limiting our ability to obtain additional financing;

•requiring the dedication of a substantial portion of our cash flow from

operations to service our indebtedness, which will reduce the amount of

cash available for other purposes;

•limiting our flexibility to plan for, or react to, changes in our

business;

•diluting the interests of our existing stockholders as a result of

issuing shares of our Class A common stock upon conversion of the 2026

Notes; and

•placing us at a possible competitive disadvantage with competitors that

are less leveraged than us or have better access to capital.

21

The occurrence of any one of these events could have a material adverse

effect on our business, results of operations, and financial condition,

and ability to satisfy our obligations under our indebtedness.

Our ability to make scheduled payments of the principal of, to pay

interest on or to refinance our indebtedness, including the 2026 Notes,

depends on our future performance, which is subject to economic,

financial, competitive and other factors beyond our control. Our

business may not generate sufficient funds, and we may otherwise be

unable to maintain sufficient cash reserves, to pay amounts due under

our indebtedness, including the 2026 Notes, and our cash needs may

increase in the future.

In addition, our existing credit agreement for our 2022 Credit Facility

contains, and any future indebtedness that we may incur may contain,

financial and other restrictive covenants that limit our ability to

operate our business, raise capital or make payments under our other

indebtedness. The covenants in the agreement governing our 2022 Credit

Facility (the "redit Agreement", among other things, limit our and our

subsidiaries'abilities to:

•incur additional indebtedness at subsidiaries that are not guarantors

of the 2022 Credit Facility;

•create or incur additional liens;

•partake in sale/leaseback transactions;

•engage in certain fundamental changes, including mergers or

consolidations; and

•enter into negative pledge clauses and clauses restricting subsidiary

distributions.

In addition, we are subject to a leverage ratio and fixed charge

coverage ratio covenants.

If we fail to comply with these covenants or to make payments under our

indebtedness when due, then we would be in default under that

indebtedness, which could, in turn, result in that and our other

indebtedness becoming immediately payable in full.

*We may be unable to raise the funds necessary to repurchase the 2026

Notes for cash following a fundamental change, or to pay any cash

amounts due upon conversion, and our future indebtedness may limit our

ability to repurchase the 2026 Notes or pay cash upon their conversion.*

Holders of the 2026 Notes may, subject to limited exceptions, require us

to repurchase their 2026 Notes following a fundamental change (as

defined in the indenture governing the 2026 Notes) at a cash repurchase

price generally equal to the principal amount of the 2026 Notes to be

repurchased, plus accrued and unpaid special interest or additional

interest, if any. In addition, upon conversion, we will satisfy part or

all of our conversion obligation in cash unless we elect to settle

conversions solely in shares of our Class A common stock. We may not

have enough available cash or be able to obtain financing at the time we

are required to repurchase the 2026 Notes or pay the cash amounts due

upon conversion. In addition, applicable law, regulatory authorities and

the agreements governing our future indebtedness may restrict our

ability to repurchase the 2026 Notes or pay the cash amounts due upon

conversion, if any. Our failure to repurchase the 2026 Notes or to pay

the cash amounts due upon conversion when required will constitute a