Item 1.01. Entry into a Material Definitive Agreement

On July 30, 2021 (the "Amendment Effective Date"), Flowers Foods, Inc. (the "Company") entered into the seventh amendment (the "Amendment") to its amended and restated credit agreement, dated as of October 24, 2003 (as amended, restated, modified or supplemented prior to the Amendment Effective Date, the "Existing Credit Agreement"), with the lenders party thereto and Deutsche Bank AG New York Branch, as existing administrative agent ("Existing Agent"), the swingline lender and issuing lender (as amended by the Amendment, the "Amended Credit Agreement"). The Amendment, among other things, does the following:





  •   extends the maturity date of the Existing Credit Agreement to July 30, 2026;




    •     amends the applicable margin for revolving loans maintained as (1) base
          rate loans and swingline loans to a range of 0.00% to 0.525% (from a
          range of 0.00% to 0.575% in the Existing Credit Agreement) and
          (2) Eurodollar loans to a range of 0.815% to 1.525% (from a range of
          0.575% to 1.575% in the Existing Credit Agreement), in each case, based
          on the more favorable (to the Company) of (x) the leverage ratio of the
          Company and its subsidiaries and (y) the Company's debt rating;




    •     amends the applicable facility fee to a range of 0.06% to 0.225% (from a
          range of 0.05% to 0.30% in the Existing Credit Agreement), due quarterly
          on all commitments under the Amended Credit Agreement, based on the more
          favorable (to the Company) of (x) the leverage ratio of the Company and
          its subsidiaries and (y) the Company's debt rating;




    •     appoints Deutsche Bank Trust Company Americas as successor administrative
          agent to the Existing Agent; and




  •   adds provisions to address LIBOR transition.

The aggregate principal amount of the senior unsecured revolving credit facility under the Amended Credit Agreement is $500 million, which is identical to the aggregate principal amount of the senior unsecured revolving credit facility under the Existing Credit Agreement.

Certain of the lenders party to the Amended Credit Agreement, and their respective affiliates, have performed, and may in the future perform for the Company and its subsidiaries, various commercial banking, investment banking, underwriting and other financial advisory services, for which they have received, or may receive, customary fees and expense reimbursements.

The foregoing summary of the Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and 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 information set forth in 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
Number       Description

10.1           Seventh Amendment to Amended and Restated Credit Agreement, dated as
             of July 30, 2021, among Flowers Foods, Inc., the Lenders party thereto
             and Deutsche Bank AG New York Branch, as existing administrative
             agent, the swingline lender and issuing lender, and Deutsche Bank
             Trust Company Americas, as successor administrative agent.*

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).




*   Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5)
    of Regulation S-K. The Company will furnish supplementally a copy of any
    omitted exhibits or schedules to the Securities and Exchange Commission upon
    request.


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