Item 1.01 Entry into a Material Definitive Agreement
OnApril 26, 2022 ,Mission Produce, Inc. (the "Company") entered into a second amendment (the "Second Amendment") to the Credit Agreement, dated as ofOctober 11, 2018 (the "Credit Agreement"), as amended onSeptember 18, 2020 (the "First Amendment"), by and amongMission Produce, Inc. , as Borrower, certain subsidiaries of the Borrower party thereto as guarantors,Bank of America, N.A . as administrative agent, Swingline Lender and L/C Issuer,Farm Credit West , PCA as Syndication Agent,City National Bank andJ.P. Morgan Chase Bank, N.A . as co-documentation agents,Merrill Lynch, Pierce, Fenner & Smith Incorporated andFarm Credit West , PCA as joint lead arrangers and joint bookrunners, and other lenders party thereto. The Second Amendment became effective onApril 26, 2022 . Among other things, the Second Amendment provides for: (i) an increase to the maximum annual aggregate purchase consideration for a permitted acquisition from$20 million to$30 million ; (ii) an increase to the consolidated total net leverage ratio for the fiscal quarter endingApril 30, 2022 from 2.75:1.0 to 3.75:1.0 and for the fiscal quarter endingJuly 31, 2022 , from 2.75:1.0 to 3.25:1.0; and (iii) certain other administrative updates. In the ordinary course of their respective businesses, certain of the lenders under the Credit Agreement or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, advisory, lending and/or commercial banking or other financial services for the Company and its subsidiaries for which they received, or may receive, customary fees and reimbursement of expenses. The foregoing description does not purport to be a complete statement of the terms of the Second Amendment and is qualified in its entirety by reference to the Second Amendment, filed as Exhibit 10.17 hereto and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Entry Sheet Arrangement of a Registrant
The information provided in Item 1.01 of this report is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Exhibit Description 10.17 Second Amendment datedApril 26, 2022 , to the Credit
Agreement dated as of
October 11, 2018 and amended onSeptember 18, 2020 , by
and among
Inc., as Borrower, certain subsidiaries of the
Borrower party thereto as
guarantors,Bank of America, N.A . as administrative
agent, Swingline Lender and
L/C Issuer,Farm Credit West , PCA as Syndication
Agent,
J.P. Morgan Chase Bank, N.A . as co-documentation
agents, Merrill Lynch, Pierce,
Fenner & Smith Incorporated andFarm Credit West , PCA
as joint lead arrangers and
joint bookrunners, and other lenders party thereto.
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