Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Credit Agreement
On March 11, 2020, Fox Factory Holding Corp., a Delaware corporation (the
"Company"), amended and restated its existing credit agreement (as amended and
restated, the "Amended and Restated Credit Agreement"), among the Company, Bank
of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer (the
"Agent"), and a group of lenders (collectively, the "Lenders"). The Amended and
Restated Credit Agreement, among other things, provides for revolving loans,
swing line loans and letters of credit up to an aggregate amount of $250 million
(the "Revolving Credit Facility") and a term loan in an aggregate amount of $400
million (the "Term Loan Facility"). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Amended and Restated
Credit Agreement.
On the Closing Date, the Company borrowed a total of $400 million under the Term
Loan Facility, which was used, in part, to finance the Transactions, as further
described in Item 2.01 of this Current Report on Form 8-K, and for other general
corporate purposes. On the Closing Date, the Company borrowed $42 million under
the Revolving Credit Facility, which was used for general corporate purposes.
Future advances under the Revolving Credit Facility will be used to finance
working capital, capital expenditures and other general corporate purposes of
the Company.
The Term Loan Facility must be repaid in quarterly installments commencing on
the ending date of the second fiscal quarter of 2020 and continuing on the
ending date of each fiscal quarter thereafter until March 11, 2025, which is the
maturity date of the Term Loan Facility. To the extent not previously paid, all
then-outstanding amounts under the Revolving Credit Facility are due and payable
on the maturity date of the Revolving Credit Facility, which is also March 11,
2025.
The Amended and Restated Credit Agreement includes customary representations,
warranties, covenants and events of default. The Amended and Restated Credit
Agreement also requires the Company to maintain, as of the end of each fiscal
quarter (commencing with the fiscal quarter ending April 3, 2020), a leverage
ratio not to exceed 3.75 to 1.00, increasing to 4.00 to 1.00 after the
consummation of certain permitted acquisitions, and a fixed charge coverage
ratio of not less than 1.50 to 1.00.
The Company may borrow, prepay and re-borrow principal under the Revolving
Credit Facility from time to time during its term. Advances under the Revolving
Credit Facility can be either Eurodollar rate loans or base rate loans.
Eurodollar rate revolving loans bear interest on the outstanding principal
amount thereof for each interest period at a rate per annum equal to the London
Interbank Offered Rate plus a margin ranging from 1.00% to 1.75%. Base rate
revolving loans bear interest on the outstanding principal amount thereof at a
rate per annum equal to the highest of (i) Federal Funds rate plus 0.50%, (ii)
the rate of interest in effect for such day as publicly announced from time to
time by the Agent as its "prime rate", and (iii) Eurodollar rate plus 1.00%,
subject to the interest rate floors set forth therein, plus a margin ranging
from 0% to 0.75%.
The Company will pay to the Agent on a quarterly basis, for the account of each
Lender in accordance with its applicable percentage of the Revolving Loan
Commitment, a commitment fee equal to the product of (i) a rate ranging from
0.20% to 0.35% per annum, based on its consolidated net leverage ratio, times
(ii) the actual daily amount by which the Revolving Loan Commitment exceeds the
sum of (A) the outstanding amount of revolving loans plus (B) the outstanding
amount of letter of credit obligations, subject to adjustment. The Company will
pay to the Agent on a quarterly basis, for the account of each Lender in
accordance with its applicable percentage of the Revolving Loan Commitment, a
letter of credit fee equal to a rate ranging from 1.00% to 1.75%, based on its
consolidated net leverage amount, times the daily amount available to be drawn
under such letters of credit.
The obligations of the Company, among others, under the Amended and Restated
Credit Agreement are secured by an Amended and Restated Guaranty and Security
Agreement, dated as of March 11, 2020, by the Company and certain of its
subsidiaries identified therein, in favor of the Agent for the benefit of the
Lenders and the other Secured Parties (the "Security Agreement"). The Company
and its domestic subsidiaries, including all of the Company's and its domestic
subsidiaries' equity interests in their domestic subsidiaries, secured the
Revolving Credit Facility and the Term Loan Facility by substantially all of
their assets.

--------------------------------------------------------------------------------

Upon the occurrence of an event of default under the Credit Agreement, the Revolving Loan Commitment may be terminated, and all outstanding revolving loans, term loans and other obligations under the Credit Agreement may become immediately due and payable and any letters of credit then outstanding may be required to be cash collateralized, and the Agent and the Lenders may exercise any rights or remedies available to them under the Amended and Restated Credit Agreement, the Security Agreement or any other documents delivered in connection therewith. Any such event may materially impair the Company's ability to conduct its business. The foregoing summary of the material terms and conditions of the Amended and Restated Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the complete text of the Amended and Restated Credit Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. Item 1.02 Termination of a Material Definitive Agreement. As previously reported on the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on February 12, 2020, the Company entered into a commitment letter (the "Commitment Letter"), dated as of February 11, 2020, with the Agent and BofA Securities, Inc. ("BofA Securities" and, together with the Agent, "BofA"), pursuant to which BofA committed to provide an amendment to and syndication of the Company's existing $250 million revolving credit facility to include a new $300 million term loan facility. On March 11, 2020, the Commitment Letter terminated in its entirety as a result of the Company entering into the Amended and Restated Credit Agreement. The foregoing description of the Commitment Letter is qualified in its entirety by reference to the full text of the Commitment Letter, which was filed as


  E    xhibit 10.28   to the Annual Report on Form 10-K filed by the Company
with the SEC on March 3, 2020, and is incorporated herein by reference.
Section 2 Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed in the Current Report on Form 8-K filed by the Company
with the SEC on February 12, 2020, Fox Factory, Inc., a California corporation
(the "Purchaser") and wholly owned subsidiary of the Company, entered into a
Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of February
11, 2020, with Southern Rocky Holdings, LLC, a Delaware limited liability
company (the "Seller"), and SCA Performance Holdings, Inc., a Delaware
corporation (the "Target"). A copy of the Stock Purchase Agreement was included
as   Exhibit 10.27   to the Annual Report on Form 10-K filed by the Company with
the SEC on March 3, 2020 and is incorporated herein by reference.
On March 11, 2020, the Company, through the Purchaser, completed its acquisition
of all of the outstanding equity interests of the Target from the Seller (the
"Transaction") pursuant to the terms and conditions of the Stock Purchase
Agreement. As a result of the consummation of the Stock Purchase Agreement, on
March 11, 2020, the Company, through the Purchaser, paid to the Seller
approximately $328 million, excluding vehicle inventory and $13 million of
contingent, performance-based retention incentives for key management of the
Target payable over the next two years. The purchase price is subject to certain
adjustments, including funding escrow accounts, described in the Stock Purchase
Agreement. The proceeds from the Amended and Restated Credit Agreement were
used, in part, to finance the Transaction, as further described in Item 1.01 of
this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information included or incorporated by reference in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 2.03 of
this Current Report on Form 8-K.

--------------------------------------------------------------------------------




Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
To the extent required by this Item, financial statements relating to the
Transaction referenced in Item 2.01 above will be filed in an amendment to this
Current Report on Form 8-K no later than 71 calendar days after the date this
report is due.
(b) Pro Forma Financial Information
To the extent required by this Item, pro forma financial information relating to
the Transaction referenced in Item 2.01 above will be filed in an amendment to
this Current Report on Form 8-K no later than 71 calendar days after the date
this report is due.
(d) Exhibits
The following exhibits are furnished herewith:
      Exhibit Number        Description
                            Amended and Restated Credit Agreement, among Fox Factory Holding Corp.,
                            Bank of America, N.A. and other financial institutions party thereto,
           10.1             dated March 11, 2020
                            Cover Page Interactive Data File (embedded with the Inline XBRL
            104             document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses