Item 1.01. Entry into a Material Definitive Agreement
The description of Amendment No. 2 and the Amended Credit Agreement (each, as
defined below) provided under Item 2.03 of this Current Report on Form 8-K is
incorporated into this Item 1.01 by reference. A copy of Amendment No. 2 is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet arrangement of a Registrant
On January 20, 2021, Utz Quality Foods, LLC (the "Borrower") and Utz Brands
Holdings, LLC (the "Parent"), each a subsidiary of Utz Brands, Inc. (the
"Company"), entered into Amendment No. 2 ("Amendment No. 2") to the Credit
Agreement, dated November 21, 2017 (the "Credit Agreement," and as so amended,
the "Amended Credit Agreement"), with Bank of America, N.A., as administrative
agent and collateral agent, and each lender from time to time party thereto.
Pursuant to the terms of Amendment No. 2, the Borrower refinanced, in full,
outstanding term loans under the Credit Agreement pursuant to refinancing term
loans having a principal amount of $410 million (the "2021 Refinancing Term
Loans") and borrowed an additional $310 million in incremental term loans (the
"2021 Incremental Term Loans"). The 2021 Refinancing Term Loans and the 2021
Incremental Term Loans collectively comprise a single tranche of loans under the
Amended Credit Agreement (collectively, the "2021 New Term Loans"). The Borrower
will use the proceeds from the 2021 New Term Loans to (i) prepay in full,
including all accrued and unpaid interest on and fees related to, term loans
under the Credit Agreement immediately prior to giving effect to Amendment No. 2
(the "Prior Credit Agreement") and (ii) repay a portion of its borrowings under
that certain Bridge Credit Agreement, dated December 14, 2020, among the
Borrower, Parent, Bank of America, N.A., as administrative agent and collateral
agent and the lenders from time to time party thereto (as amended the "Bridge
Credit Agreement").
In addition to effecting the 2021 New Term Loans, the parties effected Amendment
No. 2 to revise the Prior Credit Agreement to, among other things, (i) reduce
the interest rate applicable to Eurocurrency loans from 3.50% to 3.00% and to
federal funds rate loans from 2.50% to 2.00%, (ii) extend the maturity date of
the term loans under the Amended Credit Agreement by approximately three years,
to January 20, 2028 and (iii) increase dollar basket capacity to reflect the
Company's consolidated growth, resulting in increased flexibility for the Parent
and its subsidiaries to make permitted investments and payments and incur
permitted debt under the Amended Credit Agreement. The Borrower is required to
pay certain customary fees in connection with Amendment No. 2 and the Amended
Credit Agreement.
The foregoing description of Amendment No. 2 and the Amended Credit Agreement is
not complete and is qualified in its entirety by reference to the full text of
Amendment No. 2 (including the Amended Credit Agreement as Exhibit A thereto),
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated into this Item 2.03 by reference.
Item 8.01. Other Events
On January 20, 2021, the Company issued a press release announcing the
borrowings under the 2021 New Term Loans pursuant to the Amended Credit
Agreement and Amendment No. 2. A copy of the press release is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment No. 2 to Credit Agreement, dated as of January 20, 2021,
to the First Lien Credit Agreement, dated November 21, 2017, as
amended, among Utz Quality Foods, LLC, Utz Brands Holdings, LLC, Bank
of America, N.A., as Administrative Agent and Collateral Agent, and
each lender from time to time party thereto.
99.1 Press Release, dated January 20, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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