Item 1.01 Entry into a Material Definitive Agreement. On June 2, 2021 (the "Closing Date"), National Vision Holdings, Inc., a Delaware corporation (the "Company"), Nautilus Acquisition Holdings, Inc., a Delaware corporation ("Holdings"), and National Vision, Inc., a Georgia corporation ("NVI"), entered into Amendment No. 2 (the "Amendment") to the Amended and Restated Credit Agreement, dated as of July 18, 2019, (as previously amended, the "Existing Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Pursuant to the Amendment, the Existing Credit Agreement was amended to, among other things, (i) prepay term loans outstanding under the Existing Credit Agreement, such that after giving effect to such prepayment, the aggregate amount of senior secured first lien term loans ("Term A Loans") outstanding as of the Closing Date is $200,000,000, (ii) add customary LIBOR replacement provisions, (iii) as set forth below, modify the Applicable Margins used to calculate the rate of interest payable on the first lien term loans thereunder, (iv) as set forth below, modify certain financial covenants related to maximum leverage and minimum interest coverage and (v) remove the LIBOR floor, such that LIBOR shall be deemed to be no less than 0.00% per annum (instead of 1.00% per annum under the Existing Credit Agreement).

The new Applicable Margins are (i) 1.25% for the first lien term loans that are LIBOR loans and (ii) 0.25% for first lien term loans that are ABR loans. In addition, following the Closing Date, the above Applicable Margins for the first lien term loans will based on NVI's total leverage ratio according to the following schedule:



    Consolidated Total Debt to Consolidated EBITDA Ratio    LIBOR Loans    ABR Loans
                         >2.50:1.00                            2.00%         1.00%
                 <2.50:1.00 but >1.75:1.00                     1.75%         0.75%
                 <1.75:1.00 but >1.00:1.00                     1.50%         0.50%
                         <1.00:1.00                            1.25%         0.25%

Consistent with the Existing Credit Agreement, no amortization payments will be due with respect to the Term A Loans (since all amortization therefor has been previously prepaid) and the $200,000,000 balance will be payable upon the Term Loan A Maturity Date.

In addition, pursuant to the Amendment, Holdings will not permit (i) the Consolidated Total Debt to Consolidated EBITDA Ratio to be negative or greater than (x) 4.50 to 1.00 with respect to the last day of Holdings' second and third fiscal quarters of 2021 and (y) 4.25 to 1.00 from and after the last day of Holdings' fourth fiscal quarter of 2021, subject to certain step-ups after the consummation of a Material Acquisition, or (ii) the Consolidated Interest Coverage Ratio of Holdings as of the last day of any fiscal quarter of Holdings to be less than 3.00 to 1.00.

A copy of the Amendment, including the amended and restated Credit Agreement attached as Exhibit A thereto, is filed herewith as Exhibit 10.1 and incorporated herein by reference. The above description of the Amendment and Credit Agreement is qualified in its entirety by reference to such exhibit.




Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits.
See the Exhibit Index immediately preceding the signature page hereto, which is
incorporated herein by reference.

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