Item 1.01 Entry Into a Material Definitive Agreement

On August 27, 2021, Privia Health Group, Inc. (the "Company") and certain of its subsidiaries entered into an assumption agreement and third amendment (the "Third Amendment") to the credit agreement, dated as of November 15, 2019 (the "Original Credit Agreement"), by and among Privia Health, LLC, as the borrower, PH Group Holdings Corp., as a guarantor, certain subsidiaries of Privia Health, LLC, as guarantors, Silicon Valley Bank, as administrative agent and collateral agent (the "Administrative Agent"), and the several lenders from time to time party thereto, as amended by the first amendment on July 17, 2020 and the second amendment March 8, 2021 (as amended by the Third Amendment, the "Credit Agreement"). The Original Credit Agreement consisted of a term loan facility (the "Term Loan Facility") in the aggregate principal amount of $35.0 million, and a revolving loan facility (the "Revolving Loan Facility" and, together with the Term Loan Facility, the "Credit Facilities") in an aggregate principal amount of up to $10.0 million (which was increased to $15.0 million in connection with the first amendment) including a letter of credit sub-facility in the aggregate availability amount of $2.0 million and a swingline sub-facility in the aggregate availability amount of $2.0 million.

Pursuant to the Third Amendment, the Company became the parent guarantor under the Credit Agreement and granted Silicon Valley Bank, as the Administrative Agent, a first-priority security interest on substantially all of its real and personal property, subject to permitted liens. The Third Amendment increased the size of the Revolving Loan Facility to $65.0 million, increased the letter of credit sub-facility to $5.0 million and extended the maturity date of the Credit Facilities to August 27, 2026. As amended, borrowings under the Credit Facilities bear interest at a rate equal to (i) in the case of eurodollar loans, LIBOR plus an applicable margin, subject to a 0.5% floor, and (ii) in the case of ABR loans, an ABR rate plus an applicable margin, subject to a floor of 1.5%. In addition, the Amendment, among other things, (i) changed the Term Loan Facility amortization schedule to 0.625% of the original principal amount of term loans for the fiscal quarters ending September 30, 2021 through and including June 30, 2024 and 1.25% of the original principal amount of term loans for the fiscal quarters ending thereafter and (ii) added a 1.0% prepayment premium for any term loans prepaid within six months of the effective date of the Third Amendment. The Amendment converted the financial covenants in the Original Credit Agreement to "springing" financial covenants, so that at any time the Company's cash is less than 125% of the outstanding borrowings under the Credit Facilities, or at least $15.0 million of borrowings are outstanding under the Revolving Loan Facility, the Company will be required to maintain (i) a consolidated fixed charge coverage ratio of not less than 1.20 to 1.0, and (ii) a consolidated leverage ratio of no more than 3.5 to 1.0 for the fiscal quarters ending September 30, 2021 and December 31, 2021 and 3.0 to 1.0 for each fiscal quarter ending thereafter. As of June 30, 2021, the Company had total outstanding debt of $33.7 million in principal amount under the Term Loan Facility.

A copy of the Third Amendment, including a conformed copy of the Credit Agreement reflecting all changes through the Third Amendment attached as Exhibit B thereto, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summaries of the Third Amendment and the Credit Agreement are qualified in their entirety by reference to the text of the Third Amendment and the Credit Agreement filed herewith.

Item 2.03 Creation of Direct Financial Obligation or an Obligation Under an Off-Balance sheet Arrangement of Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 2.03 by reference.

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

Item 9.01 Financial Statements and Exhibits.



(d) Exhibit:
      Exhibit No.       Description
                        Assumption Agreement and Third Amendment to the Credit Agreement, dated
                        August 27, 2021, by and among Privia Health Group, Inc., as parent
                        guarantor, Privia Health, LLC, as the borrower, certain other subsidiaries
         10.1           of Privia Health Group, Inc., as guarantors, Silicon Valley Bank, as
                        administrative agent and collateral agent, and the several lenders from
                        time to time party thereto (including conformed copy of the Credit
                        Agreement attached as Exhibit B thereto).

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

© Edgar Online, source Glimpses