Item 1.01 Entry into a Material Definitive Agreement.
Fifth Amendment to Credit Agreements
As previously disclosed, in September 2021, Local Bounti Corporation (the
"Company"), along with certain subsidiaries of the Company, and Cargill
Financial Services International, Inc. ("Cargill Financial") entered into (a) a
credit agreement (the "Original Senior Credit Agreement") and (b) a subordinated
credit agreement (the "Original Subordinated Credit Agreement" and, together
with the Original Senior Credit Agreement, the "Original Credit Agreements").
Also as previously disclosed, in March 2022, August 2022, December 2022, and
January 2023, the Company, along with certain subsidiaries of the Company and
Cargill Financial, entered into that certain First Amendment to Credit
Agreements and Subordination Agreement, that Second Amendment to Credit
Agreements, that Third Amendment to Credit Agreements and that Fourth Amendment
to Credit Agreements, respectively, to amend the Original Credit Agreements (as
amended, the "Credit Agreements").
On March 13, 2023, the Company, along with certain subsidiaries of the Company,
entered into a Fifth Amendment to Credit Agreements (the "Fifth Amendment") with
Cargill Financial to further amend the Credit Agreements. The Fifth Amendment
(i) reduces the amount of cash required to be held in the debt service reserve
account for the Credit Agreements by approximately $11.0 million until April 2,
2024, at which time the amount of cash required to be held in the debt service
reserve account will be an amount equal to the sum of interest and principal
payments that would be required under the Credit Agreements for two calendar
quarters, (ii) allows for the payment in kind of the quarterly interest payment
due and payable for the quarter ending March 31, 2023, (iii) allows for the
payment in kind of the unused commitment fee payable for the quarter ending
March 31, 2023; and (iv) reduces the minimum liquidity covenant in each of the
Credit Agreements from $11.0 million to $1.0 million. The aggregate amount of
outstanding loans and undrawn commitments under the Credit Agreements remains at
$170.0 million (plus interest paid in kind).
All capitalized terms above that are not defined elsewhere have the meanings
ascribed to them in the Fifth Amendment or the Credit Agreements, as applicable.
The foregoing description of the Fifth Amendment and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Fifth Amendment, a copy of which
is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On March 17, 2023, the Company issued a press release reporting topline
financial results of the Company for the year ended December 31, 2022. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
The information in this Item 2.02 of Form 8-K, including Exhibit 99.1, is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated
by reference in any filing made by the Company under the Securities act of 1933,
as amended, whether made before or after the date hereof, regardless of any
general incorporation language in such filing.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided 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
No. Description
10.1† Fifth Amendment to Credit Agreements, dated as of March 13, 2023, by
and among Local Bounti Operating Company LLC, Local Bounti Corporation,
the guarantors party thereto and Cargill Financial Services
International, Inc.
99.1 Press Release dated March 17, 2023
104 Cover Page Interactive Data File (formatted as Inline XBRL)
† Certain exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(a)(5). The Company hereby agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the SEC upon its
request.
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