Item 1.01 Entry Into a Material Definitive Agreement.
On April 4, 2023, PLBY Group, Inc. (the "Company") entered into Amendment No. 5
to the Credit and Guaranty Agreement (the "Fifth Amendment"), dated as of May
25, 2021 (as previously amended on August 11, 2021, August 8, 2022, December 6,
2022 and February 17, 2023, the "Existing Credit Agreement", and as further
amended by the Fifth Amendment), by and among the Company, Playboy Enterprises,
Inc., the subsidiary guarantors party thereto, the lenders party thereto, and
Acquiom Agency Services LLC, as the administrative agent and the collateral
agent, to amend the terms of the Existing Credit Agreement to permit, among
other things, the sale (the "Yandy Sale") of the Company's wholly-owned
subsidiary, Yandy Enterprises, LLC ("Yandy"), and that the proceeds of such sale
not be required to prepay the loans under the Existing Credit Agreement;
provided that at least 30% of the consideration for the Yandy Sale is paid in
cash.
The other terms of the Existing Credit Agreement remain substantially unchanged
from the prior amendments of the Existing Credit Agreement. The foregoing
description of the Fifth Amendment and the transactions contemplated thereby
does not purport to be complete and is subject to and qualified in its entirety
by reference to the Fifth Amendment, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K is incorporated by reference herein.
Item 8.01 Other Events.
On April 4, 2023, the Company completed the sale of all of the membership
interests of its wholly-owned subsidiary, Yandy Enterprises, LLC, to an
unaffiliated, private, third-party buyer ("Buyer"). The consideration paid by
Buyer for the Yandy Sale consisted of $1 million in cash and a $2 million
secured promissory note, which accrues interest at 8% per annum, is payable over
three years and is secured by substantially all the assets of Yandy and the
Buyer's interests in Yandy.
On April 5, 2023, the Company issued a press release announcing the Yandy Sale.
A copy of the press release related to the Yandy Sale is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
10.1 Amendment No. 5 to Credit and Guaranty Agreement, dated as of April
4, 2023, by and among PLBY Group, Inc., Playboy Enterprises, Inc.,
each guarantor party thereto, the lenders party thereto, and Acquiom
Agency Services LLC, as the administrative agent and the collateral
agent.
99.1 Press Release, dated April 5, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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