Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Advantage Loan Agreement
On December 15, 2021, Danimer Scientific Holdings, LLC, a Delaware limited
liability company ("DSH"), Meredian Bioplastics, Inc., a Georgia corporation
("MBI"), Meredian, Inc., a Georgia corporation ("Meredian"), Danimer Scientific,
L.L.C., a Georgia limited liability company ("DSLLC"), Danimer Bioplastics,
Inc., a Georgia corporation ("DBI"), Danimer Scientific Kentucky, Inc., a
Delaware corporation ("DSK"), each an indirect wholly-owned subsidiary of
Danimer Scientific, Inc., a Delaware corporation (the "Company"), entered into
Amendment No. Four to Loan and Security Agreement and Consent ("Amendment No.
Four") to that certain Loan and Security Agreement, dated as of March 13, 2019
(as amended by Amendment No. One to Loan and Security Agreement dated as of
October 2, 2020, Amendment No. Two to Loan and Security Agreement and Consent
dated as of December 22, 2020 and Amendment No. Three to Loan and Security
Agreement and Consent dated as of March 18, 2021 and as amended, modified,
supplemented, renewed or extended from time to time the "Advantage Loan
Agreement"), among DSH and MBI, as borrowers (each an "Advantage Borrower"),
Meredian, DSLLC, DBI and DSK, as guarantors (each an "Advantage Guarantor", and
collectively with the Advantage Borrowers, the "Advantage Loan Parties"), the
lenders party thereto from time to time (the "Advantage Lenders"), and Southeast
Community Development Fund X, L.L.C., as administrative agent for the Advantage
Lenders (the "Administrative Agent").
Amendment No. Four, among other things, (i) amended the restricted payments
negative covenant to allow the Advantage Loan Parties and their subsidiaries to
make distributions to the Company in amounts necessary to make payments under
permitted exchangeable indebtedness and permitted bond hedge transactions, (ii)
removed the restriction on the Advantage Borrowers' ability to voluntarily
prepay the term loan in the original principal amount of $4,500,000 (the "NMTC
Loan") under the Advantage Loan Agreement prior to July 1, 2022, (iii) modified
the provision that as long as DSH maintains $10,000,000 in "qualified cash" (as
defined in the Advantage Loan Agreement), the financial covenants of
consolidated adjusted earnings before interest, taxes, depreciation, and
amortization ("EBITDA"), consolidated fixed charge coverage ratio and
consolidated leverage ratio will not be tested, subject to certain exceptions,
by reducing the $10,000,000 amount to $5,000,000 in the event the NMTC Loan is
paid in full, and (iv) clarified that the cross-default provision does not apply
to the Company, permitted exchangeable indebtedness or a permitted bond hedge.
As a condition to the effectiveness of Amendment No. Four, among other things,
Meredian Holdings Group, Inc. delivered to the Administrative Agent, for the
benefit of the Administrative Agent and each Advantage Lender, a Ratification by
Guarantor (the "Advantage Ratification"), pursuant to which it acknowledged the
entry of the Advantage Loan Parties into Amendment No. Four and each other
amendment and modification of the Advantage Loan Agreement, ratified its
obligations under its guaranty and pledge agreements, and confirmed that the
Administrative Agent has a first-priority perfected security interest in all the
limited liability company interests owned by MHG in DSH.
The above description of Amendment No. Four and the Advantage Ratification are
summaries and are not complete. A copy of the Amendment No. Four and the
Advantage Ratification are filed as exhibits 10.1 and 10.2, respectively, to
this Current Report on Form 8-K, and the above summary is qualified by reference
to the terms of the Amendment No. Four and the Advantage Ratification set forth
in such exhibits.
Amendment to Truist Revolving Credit Agreement
On December 15, 2021, DSH, Meredian, MBI, DSLLC, DBI, DSK (collectively, the
"Truist Borrowers"), and Truist Bank ("Truist") entered into the First Amendment
(the "First Amendment") to that certain Revolving Credit Agreement, dated April
29, 2021, by and among the Truist Borrowers, the other loan parties party
thereto, and Truist (as amended, the "Truist Credit Agreement").
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Pursuant to the First Amendment, among other things, (i) the availability block
(as provided for in the Truist Credit Agreement) was increased from $4.0 million
in the aggregate to an initial amount of $11.8 million in the aggregate (which
amount shall be subject to adjustment from time to time based on the EBITDA and
certain fixed charges of the Truist Borrowers and their subsidiaries in
accordance with the terms of the First Amendment), (ii) the Company will be
permitted to hold the 2021 Convertible Note Hedge (as defined in the First
Amendment ) and perform its obligations with respect to the 2021 Convertible
Notes Offering (as defined in the First Amendment) and (iii) the undrawn $1.0
million capital expenditure line of credit with a one year draw period set forth
in the Truist Credit Agreement was discontinued. As a condition to the
effectiveness of the First Amendment, among other things, the Company and MHG
(the "Truist Guarantors") delivered to Truist a Reaffirmation and Ratification
of Guarantors (the "Truist Ratification"), pursuant to which the Truist
Guarantors acknowledged the entry into by the Truist Borrowers of the First
Amendment, ratified and reaffirmed each of their obligations under its guaranty
and the other loan documents with Truist to which they are a party and affirmed
that nothing in the First Amendment modified in any respect their guarantee
obligations.
The foregoing summary of the First Amendment does not purport to be complete and
is subject to and qualified in its entirety by the full text of the First
Amendment, which is included as Exhibit 10.3 to this Current Report on Form 8-K,
and the Truist Ratification, which is included as Exhibit 10.4 to this Current
Report on Form 8-K, and each of which 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.
The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 8.01 Other Events.
On December 15, 2021, Danimer Scientific, Inc. (the "Company") issued a press
release relating to its proposed offering of Convertible Senior Notes due 2026
(the "Notes") to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
into this Item 8.01.
Neither this Current Report on Form 8-K nor the press release constitutes an
offer to sell, or the solicitation of an offer to buy, the Notes or the shares
of the Company's common stock, if any, issuable upon conversion of the Notes.
The information in Item 8.01 of this Current Report on Form 8-K and the press
release shall not be deemed "filed" for purposes of Section 18 of the Securities
Act of 1934, as amended, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Amendment No. Four to Loan and Security Agreement and Consent, dated
as of December 15, 2021, among Danimer Scientific Holdings, LLC,
Meredian Bioplastics, Inc., Meredian, Inc., Danimer Scientific, L.L.C.,
Danimer Bioplastics, Inc., and Danimer Scientific Kentucky, Inc., the
several entities party thereto as lenders, and Southeast Community
Development Fund X, L.L.C..
10.2 Ratification by Guarantor, dated December 15, 2021, by Meredian
Holdings Group, Inc.
10.3 First Amendment to Revolving Credit Agreement, dated as of December
15, 2021, among Danimer Scientific Holdings, Inc., Meredian, Inc.,
Meredian Bioplastics, Inc., Danimer Scientific, L.L.C., Danimer
Bioplastics, Inc. and Danimer Scientific Kentucky, Inc., Danimer
Scientific, Inc., Meredian Holdings Group, Inc. and Truist Bank.
10.4 Reaffirmation and Ratification of Guarantor, dated December 15, 2021,
by Danimer Scientifc, Inc. and Meredian Holdings Group, Inc.
99.1 Press release of Danimer Scientific, Inc., dated December 15, 2021
(furnished only).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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