MONEYLION INC. : Entering into a Material Definitive Agreement, Terminating a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Supporting Documentation (Form 8 -K)

Item 1.01. Conclusion of a significant definitive agreement.

At March 24, 2022 (the “Closing Date”), MoneyLion Technologies Inc. (the “Company”), a Delaware company and the direct wholly-owned subsidiary of
MoneyLion Inc. (“MoneyLion”), has entered into a credit agreement (the “Credit Agreement”) with certain financial institutions which are parties thereto from time to time (and their respective successors and assigns, the “Lenders”), in as lenders, and Monroe Capital Management Advisors, LLCa Delaware
limited liability company (“Capital of Monroe“), as administrative agent and lead manager, which provides the following:

? $70.0 million the aggregate principal amount of the term loans (the “A-1 Term Loans”),

available for drawing on the closing date;

? $20.0 million the aggregate principal amount of the term loans (the “A-2 Term Loans”),

which replaces the $20.0 million total principal amount of term loans

outstanding under the Company’s existing junior loan facility with

affiliates of Monroe Capital (the “Secondary Loan Facility”), as described

   further below;

? $20.0 million the total principal amount of the deferred draw term loans (the “

B” loans), which can be drawn for a period of 18 months following

the Closing Date, subject to certain conditions set out in the Credit

   Agreement; and

? subject to certain conditions set out in the credit agreement, the possibility of

enter into additional commitments of up to $60.0 million overall principal amount

A-1 Term Loans or B Term Loans (the “Additional Term Loans”; the A-1 Term Loans

Term Loans, Term A-2 Loans, Term B Loans and, if applicable, Term Loans

Term Loans, collectively, “Term Loans”).

In connection with the foregoing, the Company has contracted A-1 term loans for a total principal amount of $70.0 million. Proceeds from the A-1 Term Loans were used (a) to repay in full the few $24.0 million aggregate principal amount outstanding under the Company’s existing senior loan facility (the “SVB Facility”) with Bank of Silicon Valleyas a lender (“Bank of Silicon Valley“), including accrued and unpaid interest and related costs, as described in more detail in point 1.02 below, (b) to pay the costs and expenses related to the transaction and (c) for the general purposes of the business and working capital requirements of the Company and its subsidiaries. With respect to term A-2 loans, pursuant to the Credit Agreement, the lenders thereunder were deemed to have rolled over their loans under the Second Lien Loan Facility for the same aggregate principal amount as their respective covenants with respect to the A-2 Loans term, following which all obligations under the Second Lien Loan Facility have been deemed satisfied and fully paid For more information on the second lien loan facility, see note 9. MoneyLion’s audited consolidated financial statements as at and for the years ended December 31, 2021 and 2020 included in MoneyLion’s Annual Report on Form 10-K filed with the
US Securities and Exchange Commission to March 17, 2022.

The A-1 Term Loans and the B Term Loans bear interest annually, payable monthly, at a variable rate measured by reference, at the option of the Company, either (a) at a base rate then in effect (equal to the raised by (i) the Federal Funds Rate plus 0.50%, (ii) the Prime Rate, (iii) 2.00%, and (iv) an adjusted Guaranteed Overnight Funding Rate (“SOFR”) ( subject to a floor of 1.00%) plus 1.00%) plus an applicable margin ranging from 6.00% to 8.25% per annum, depending on whether the “EBITDA Trigger Date” has occurred, the “Enterprise Value” of the Company and, once the EBITDA Trigger Date has occurred, its “Total Debt to EBITDA Ratio” (as such terms are defined in the Credit Agreement) or (b) a one-month or three-month adjusted SOFR (subject to a floor of 1.00%) plus an applicable margin ranging from 7.00% to 9.25% per annum, depending on whether the Trigger Date of EBITDA has taken place, the Enterprise Value of the Company and, a Once the EBITDA Trigger Date has occurred, its Total Debt to EBITDA Ratio. The A-2 Term Loans bear interest annually, payable monthly, at the greater of (i) 12% and (ii) a floating rate measured by reference to prime rate plus 5.75% per annum, subject to a 15% cap.

Term Loans A-1 and Term Loans B mature on the fourth anniversary of the closing date, and Term Loans A-2 mature on May 1, 2023. The Term Loans are callable at the option of the Company at any time, for minimum principal amounts, and are subject to mandatory prepayment in an amount equal to 100% of the net cash proceeds upon the occurrence of certain asset disposals and equity and debt issuances, 100% of certain extraordinary cash inflows and 0-50% of certain excess cash flows, in each case as specified in the credit agreement and subject to certain reinvestment rights as set forth in the credit agreement. Upon the occurrence of certain trigger events, including any prepayment of any term loan for any reason (subject to limited exceptions), the Company is required to pay a premium ranging from 0.00% to 3 .00% of the principal amount of such prepayment, depending on the term loans repaid and the date of prepayment, plus, in the case of any term loan other than A-2 term loans and if prepayment occurs within 12 months of the Closing Date, all interest that would otherwise have been payable on the Principal Prepayment Amount from the Prepayment Date up to and including 12 months after the Closing Date.

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The Credit Agreement contains customary representations and warranties as well as customary positive and negative covenants, including financial covenants relating to adjusted minimum revenue, EBITDA, liquidity and unrestricted cash. Negative covenants, among other things, limit or restrict the ability of the “Loan Parties” (as defined in the Credit Agreement) and their affiliates to: incur additional indebtedness; contract additional privileges; pay dividends, distributions and other restricted payments; merge, consolidate, sell, transfer, assign, assign or lease any assets or interests; buy or otherwise acquire assets or interests; modify organizational documents; enter into certain transactions with affiliates; enter into restrictive agreements; engage in other business activities; and make investments.

The obligations under the credit agreement will be secured by SilverLion, as parent company, and each existing and future direct and indirect wholly-owned subsidiary of the Company, other than special purpose entities, certain foreign subsidiaries, certain regulated subsidiaries and certain other excluded subsidiaries (the “Guarantors”). The obligations of the Company and each Guarantor will be secured by a perfected first ranking charge on substantially all of the tangible and intangible assets of the Company and each Guarantor, subject to certain customary exceptions.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which is filed as Schedule 10.1 hereto and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

At March 24, 2022as part of the conclusion of the credit agreement and the full repayment of approximately $24.0 million aggregate principal amount outstanding under the SVB Facility, plus accrued and unpaid interest and related costs, together with a portion of the proceeds of the A-1 Term Loans, the Company has terminated the Loan and Security Agreement, dated July 1, 2020 and as modified by the Fifth Loan Modification Agreement, dated December 29, 2021by and among Bank of Silicon Valleythe company and ML Plus LLC.

Item 2.03. Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

The information contained in item 1.01 above regarding the Credit Agreement is incorporated herein by reference.

Section 9.01. Financial statements and supporting documents

(d) Exhibits




Exhibit No.    Description
10.1†           Credit Agreement, dated as of March 24, 2022, by and among
              MoneyLion Technologies Inc., as borrower, the various financial
              institutions party thereto, as lenders, and Monroe Capital
              Management Advisors, LLC, as administrative agent and lead
              arranger.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

† Certain schedules and attachments to this exhibit have been omitted in accordance with

  Regulation S-K Item 601(a)(5), or certain portions of this exhibit have been
  redacted pursuant to Regulation S-K Item 601(b)(iv). The registrant agrees to
  furnish supplementally a copy of any omitted schedule or exhibit or an
  unredacted copy of the exhibit, as applicable, to the SEC upon request.




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