THE TRADE DESK, INC.

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TRADE DESK, INC. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

06/17/2021 | 06:06am

Item 1.01Entry into a Material Definitive Agreement.



On June 15, 2021, The Trade Desk, Inc. (the "Company") entered into a loan and
security agreement, dated as of June 15, 2021 (the "Loan and Security
Agreement"), among the Company, as borrower, and a syndicate of banks, led by
JPMorgan Chase Bank, N.A., as agent.



The revolving credit facility under the Loan and Security Agreement is, by its
terms, scheduled to terminate on June 15, 2026.



The Loan and Security Agreement consists of a $450.0 million revolving loan
facility, with a $20.0 million sublimit for swingline borrowings and a $15.0
million
sublimit for the issuance of letters of credit (the "Loan Facility").
Under certain circumstances, the Company has the right to increase the Loan
Facility by an amount not to exceed $300.0 million. The Loan and Security
Agreement is collateralized by substantially all of the Company's assets,
including a pledge of certain of its accounts receivable, deposit accounts,
intellectual property, investment property, and equipment.



Loans under the Loan Facility bear interest through maturity at a variable rate
based upon, at the Company's option, an annual rate of either a Base Rate or an
adjusted LIBOR rate, plus an applicable margin ("Base Rate Borrowings" and
"LIBOR Rate Borrowings"). The Base Rate is defined as a rate per annum for any
day equal to the greatest of (1) the rate of interest last quoted by The Wall
Street Journal as the "Prime Rate" in the United States, (2) the NYFRB Rate in
effect on such day plus half of 1%, and (3) the adjusted LIBOR rate for a one
month interest period on such day plus 1%. The applicable margin is between
0.25% to 1.25% for Base Rate Borrowings and between 1.25% and 2.25% for LIBOR
Rate Borrowings based on the Company maintaining certain leverage ratios. The
fee for undrawn amounts under the Loan Facility ranges, based on the applicable
leverage, from 0.200% to 0.350%. The Company is also required to pay customary
letter of credit fees, as necessary.



The Loan and Security Agreement contains customary conditions to borrowings,
events of default and covenants, including covenants that restrict the Company's
ability to sell assets, make changes to the nature of the Company's business,
engage in mergers or acquisitions, incur, assume or permit to exist additional
indebtedness and guarantees, create or permit to exist liens, pay dividends,
issue equity instruments, make distributions or redeem or repurchase capital
stock or make other investments, engage in transactions with affiliates and make
payments in respect of subordinated debt. The Loan and Security Agreement also
requires the Company to maintain compliance with a maximum ratio of consolidated
funded debt to consolidated EBITDA of 3.50 to 1.00.



The foregoing description of the Loan and Security Agreement is only a summary
and is qualified in its entirety by reference to the full text of the Loan and
Security Agreement, which is filed as Exhibit 10.1 to this Current Report on
Form 8­K.



Item 1.02Termination of a Material Definitive Agreement.



On June 15, 2021, in connection with the effectiveness of the Loan and Security
Agreement referred to in Item 1.01 of this Current Report on Form 8-K, the
Company terminated its Second Amended and Restated Loan and Security Agreement,
dated as of October 26, 2018 (the "Credit Agreement"), among the Company, as
borrower, and a syndicate of banks led by Citibank, N.A., as agent. The
revolving credit facility provided under the Credit Agreement was, by its terms,
scheduled to terminate on May 9, 2022.



At the time of termination of the Credit Agreement, the Credit Agreement
consisted of a $150.0 million revolving loan facility, with a $20.0 million
sublimit for swingline borrowings and a $15.0 million sublimit for the issuance
of letters of credit (the "Credit Facility"). Under certain circumstances, the
Company had the right to increase the Credit Facility by an amount not to exceed
$100.0 million. The Credit Agreement was collateralized by substantially all of
the Company's assets, including a pledge of certain of its accounts receivable,
deposit accounts, intellectual property, investment property, and equipment.



Loans under the Credit Facility bore interest through maturity at a variable
rate based upon, at the Company's option, an annual rate of either a Base Rate
or a LIBOR rate, plus an applicable margin ("Credit Facility Base Rate
Borrowings" and "Credit Facility LIBOR Rate Borrowings"). The Base Rate was
defined as a fluctuating interest rate equal to the greatest of (1) the federal
funds rate plus 0.50%, (2) Citibank, N.A.'s prime rate, and (3) one month LIBOR
rate plus 2.00%. The applicable margin was between 0.25% to 1.25% for Credit
Facility Base Rate Borrowings and between 1.25% and 2.25% for Credit Facility
LIBOR Rate Borrowings based on the Company maintaining certain leverage ratios.
The fee for undrawn amounts under the Credit Facility ranged, based on the
applicable leverage, from 0.225% to 0.400%. The Company was also required to pay
customary letter of credit fees, as necessary.



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Item 2.03Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.



The information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.



Item 9.01Financial Statements and Exhibits.




(d) Exhibits.




Exhibit No. Description
10.1* Loan and Security Agreement, dated as of June 15, 2021, among The
Trade Desk, Inc.
, the lenders party thereto, and JPMorgan Chase Bank,
N.A
., as administrative agent.
104 Cover Page Interactive Data File (formatted as Inline XBRL).



* Portions of this exhibit have been omitted in accordance with Item 601(a)(5)
of Regulation S-K. The Company undertakes to furnish a copy of all omitted
schedules and exhibits to the SEC upon its request.



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