POST HOLDINGS, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
8th Avenue will use the net proceeds of the Incremental Loan to repay previous
borrowings under the revolving credit facility under the First Lien Agreement
that had been used to finance a portion of 8th Avenue's recent acquisition of
certain assets of
The Incremental Loan will be separate from, and not fungible with, 8th Avenue's
existing term loan (the "Existing Term Loan") under the First Lien Agreement.
The Incremental Loan will bear interest, at 8th Avenue's option, at the
Alternate Base Rate or the LIBO Rate, as those terms are defined in the First
Lien Agreement, plus an applicable margin of 3.75% for Alternate Base Rate-based
loans and 4.75% for LIBO Rate-based loans. In determining the interest rate for
LIBO Rate-based loans, the LIBO Rate, prior to the application of the applicable
margin, will be not less than 0.75%. The Incremental Loan must be repaid in
quarterly principal installments of
As provided in the First Lien Agreement, the obligations of 8th Avenue under the Incremental Loan are unconditionally guaranteed by 8th Avenue's wholly-owned domestic subsidiaries (other than immaterial and other excluded subsidiaries) and secured by a perfected first priority security interest in substantially all of the personal property assets of 8th Avenue and in substantially all of the personal property assets of 8th Avenue's subsidiary guarantors.
Except to provide for the Incremental Loan, the terms and conditions of the
First Lien Agreement as in effect prior to the date of the Joinder Agreement
were not materially changed by the Joinder Agreement; such terms and conditions
were previously disclosed in the second Form 8-K that Post filed on
As previously disclosed, Post has designated 8th Avenue and the subsidiaries of 8th Avenue as unrestricted subsidiaries under Post's existing credit agreement and senior notes indentures. Accordingly, creditors of 8th Avenue and creditors of the subsidiaries of 8th Avenue, including, but not limited to, the lenders under the Incremental Loan, will not have recourse to Post or its assets or to the subsidiaries of Post (other than 8th Avenue and its subsidiaries) or their capital stock or assets. The foregoing descriptions of the Joinder Agreement and the First Lien Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the Joinder Agreement and its exhibits and attachments, which include the First Lien Agreement as amended by the Joinder Agreement, all of which are filed as Exhibit 10.1 hereto. The representations and warranties, if any, contained in the Joinder Agreement and in the First Lien Agreement were made only for purposes of such agreements and as of the dates specified therein; were solely for the benefit of the parties thereto; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations and warranties, if any, or any description thereof as characterizations of the actual state of facts or condition of Post, 8th Avenue or their respective subsidiaries. Moreover, information concerning the subject matter of any representations and warranties may change after the date of the Joinder Agreement and of the Incremental Loan, which subsequent information may or may not be fully reflected in public disclosures by Post.
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 above in Item 1.01 is hereby incorporated into this Item 2.03 by reference.
2
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Incremental Joinder to First Lien Credit Agreement, dated as ofAugust 20, 2021 , by and among8th Avenue Food & Provisions, Inc. , each otherLoan Party party thereto, the 2021Incremental Term Lender and Barclays Bank PLC, in its capacity as Administrative Agent, including as Exhibit A thereto, First Lien Credit Agreement, dated as ofOctober 1, 2018 (as amended by the First Amendment to First Lien Credit Agreement, dated as ofMarch 19, 2019 , and the Incremental Joinder to First Lien Credit Agreement, dated as ofAugust 20, 2021 ), by and among8th Avenue Food & Provisions, Inc. , the Subsidiaries of8th Avenue Food & Provisions, Inc. from time to time party thereto, the Lenders party thereto, Barclays Bank PLC, as Administrative Agent, Barclays Bank PLC andGoldman Sachs Bank USA , as Joint Bookrunners and Joint Lead Arrangers,BMO Capital Markets Corp. ,Credit Suisse Loan Funding LLC ,CitiGroup Global Markets Inc. andWells Fargo Securities, LLC , as Joint Bookrunners, and Coöperatieve Rabobank U.A.,New York Branch and SunTrust Bank , as Documentation Agents 104 Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) 3
--------------------------------------------------------------------------------
© Edgar Online, source
