Item 1.01. Entry into a Material Definitive Agreement
On
• extends the maturity date of the Existing Credit Agreement toJuly 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; • appointsDeutsche 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
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 ofJuly 30, 2021 , amongFlowers Foods, Inc. , the Lenders party thereto and Deutsche Bank AG New York Branch, as existing administrative agent, the swingline lender and issuing lender, andDeutsche 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 theSecurities and Exchange Commission upon request.
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