Item 1.01 Entry into a Material Definitive Agreement.
On
Subject to the terms of the New Credit Facility, the Term Loan bears interest at
a rate equal to LIBOR (subject to a 1.50% floor) plus 8.00% per annum. The
principal amount of the Term Loan will be repayable in equal quarterly
installments of
The New Credit Facility provides for a guaranty by the Guarantors of all of the obligations of the Borrower, including the payment when due of all principal, interest, fees, expense reimbursements, indemnifications and all other obligations under the New Credit Facility (collectively, the "Obligations"). In connection with the New Credit Facility, the Borrower and the Guarantors entered into a Security Agreement with the Agent, pursuant to which they each granted to Agent, for the benefit of the Agent and the Lenders, a first priority security interest in, and lien upon, substantially all of the assets and properties now owned or hereinafter acquired by the Borrower and the Guarantors to secure the Obligations.
The New Credit Facility contains customary representations, warranties, affirmative and negative covenants (including financial covenants), and indemnification provisions in favor of the Agent and the Lenders. The financial covenants include a minimum liquidity covenant and a covenant requiring the Borrower to maintain a minimum Subscription Count (as defined in the New Credit Facility). The negative covenants include restrictions on the ability to, among other things, incur liens and indebtedness, sell assets, make dividends or other distributions, enter into transactions with affiliates, or make loans or investments, in each case, subject to certain exceptions. The New Credit Facility also includes certain customary events of default, including, without limitation, payment defaults, representation or warranty inaccuracies, covenant violations, cross-defaults to other agreements evidencing indebtedness for borrowed money, invalidity of certain loan documents relating to the New Credit Facility, certain judgments, bankruptcy and insolvency events and the occurrence of events constituting a change of control. The Borrower will be required to make mandatory prepayments under certain circumstances, and will have the option to make prepayments under the New Credit Facility, in each case subject to certain prepayment premiums. The Lenders are entitled to accelerate repayment of all or any portion of the Term Loan then outstanding upon the occurrence, and in certain instances the continuance, of any events of default under the New Credit Facility. In connection with the execution of the New Credit Facility, the Borrower paid customary fees and expenses to the Agent and the Lenders.
The foregoing description of the New Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the New Credit Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.03 Creation 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 herein by reference.
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1 Financing Agreement, dated as ofOctober 16, 2020 , by and amongBlue Apron Holdings, Inc. ,Blue Apron, LLC ,Blue Torch Finance LLC and the other parties thereto. 104 Cover Page lnteractive Data File (embedded within the Inline XBRL document).
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