Item 1.01. Entry into a Material Definitive Agreement.
On July 27, 2020,
JAMF Holdings, Inc., as borrower (the “Borrower”), Juno Intermediate, Inc., as a guarantor (“Intermediate
Holdings”), and Juno Parent, LLC, as a guarantor (“Holdings”), each a wholly-owned subsidiary of Jamf Holding
Corp., entered into a credit agreement (the “Credit Agreement”) with a the lenders party thereto and JPMorgan Chase
Bank, N.A., as administrative agent. The Credit Agreement is guaranteed by Intermediate Holdings, Holdings and the Borrower’s
material domestic subsidiaries (the “Guarantors,” and, together with the Borrower, the “Loan Parties”)
and is supported by a security interest in substantially all of the Loan Parties’ personal property and assets.
The Credit Agreement
provides for an initial $150 million in commitments for revolving credit loans, which amount may be increased or decreased under
specific circumstances, with a $25 million letter of credit sublimit and a $50 million alternative currency sublimit. In addition,
the Credit Agreement provides for the ability of Borrower to request incremental term loan facilities, in a minimum amount of $5
million for each facility. Borrowings pursuant to the Credit Agreement may be used for working capital and other general corporate
purposes, including for acquisitions permitted under the Credit Agreement.
Borrowings under the
Credit Agreement are scheduled to mature on July 27, 2025. The Credit Agreement contains certain customary events of default,
which include failure to make payments when due thereunder, the material inaccuracy of representations or warranties, failure to
observe or perform certain covenants, cross-defaults, bankruptcy and insolvency-related events, certain judgments, certain ERISA-related
events, or a Change in Control (as defined in the Credit Agreement).
The Credit Agreement
contains certain customary representations and warranties and affirmative and negative covenants, including certain restrictions
on the ability of the Loan Parties and their Restricted Subsidiaries (as defined in the Credit Agreement) to incur any additional
indebtedness or guarantee indebtedness of others, to create liens on properties or assets, and to enter into certain asset and
stock-based transactions. In addition, under the terms of the Credit Agreement, the Senior Secured Net Leverage Ratio shall not
be more than 4.00 to 1.00.
The interest rates
applicable to revolving borrowings under the Credit Agreement are, at the Borrower's option, either (i) a base rate, which
is equal to the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus 0.5% and (c) the Adjusted
LIBO Rate (subject to a floor) for a one month Interest Period (each term as defined in the Credit Agreement) plus 1%, or (ii) the
Adjusted LIBO Rate (subject to a floor) equal to the LIBO Rate (as defined in the Credit Agreement) for the applicable Interest
Period multiplied by the Statutory Reserve Rate (each term as defined in the Credit Agreement), plus in the case of each of clauses
(i) and (ii), the Applicable Rate (as defined in the Credit Agreement). The Applicable Rate (i) for base rate loans range
from 0.25% to 1.0% per annum and (ii) for LIBO Rate loans range from 1.25% to 2.0% per annum, in each case, based on the Senior
Secured Net Leverage Ratio (as defined in the Credit Agreement). Base rate borrowings may only be made in dollars. The Borrower
will pay a commitment fee during the term of the Credit Agreement ranging from 0.20% to 0.35% per annum of the average daily undrawn
portion of the revolving commitments based on the Senior Secured Net Leverage Ratio (as defined in the Credit Agreement).
Any borrowing under
the Credit Agreement may be repaid, in whole or in part, at any time and from time to time without premium or penalty other than
customary breakage costs, and any amounts repaid may be reborrowed. No mandatory prepayments will be required other than when borrowings
and letter of credit usage exceed the aggregate commitment of all lenders.
The foregoing description
of the Credit Agreement does not purport to be complete and its qualified in its entirety to the full text of the Credit Agreement,
which is attached hereto as Exhibit 10.1 and incorporated by reference herein.