Item 1.01. Entry into a Material Definitive Agreement.

SiteOne Landscape Supply, Inc. (the "Company") announced that certain of its subsidiaries have entered into the Fifth Amendment to Amended and Restated Credit Agreement, dated as of March 23, 2021 (the "Fifth Amendment"), by and among SiteOne Landscape Supply Holding, LLC ("Holding") and SiteOne Landscape Supply, LLC, as borrowers (collectively, the "Borrowers"), JPMorgan Chase Bank, N.A. (the "New Agent"), as administrative agent and collateral agent, the several banks and other financial institutions party thereto and certain other parties party thereto from time to time. The Fifth Amendment amends and restates the Amended and Restated Credit Agreement, dated as of April 29, 2016, among the Borrowers, the lenders from time to time party thereto and UBS AG, Stamford Branch (the "Existing Agent") as administrative agent and collateral agent (as amended prior to March 23, 2021, the "Existing Credit Agreement" and, as so amended and restated pursuant to the Fifth Amendment, the "Second Amended and Restated Credit Agreement") in order to, among other things, (i) incur $325 million of term loans (the "New Term Loans"), (ii) replace the Existing Agent as administrative and collateral agent with the New Agent and (iii) make such other changes in the Second Amended and Restated Credit Agreement as agreed among the Borrowers and the lenders. Proceeds of the New Term Loans were used to, among other things, (i) repay in full the Tranche E Term Loans outstanding under the Existing Credit Agreement immediately prior to effectiveness of the Fifth Amendment (the "Existing Term Loans"), (ii) to pay fees and expenses related to the Fifth Amendment and the Second Amended and Restated Credit Agreement and (iii) for working capital and other general corporate purposes.

The New Term Loans bear interest, at Holding's option, at either (i) an adjusted LIBOR rate plus an applicable margin equal to 2.00% (with a LIBOR floor of 0.50%) or (ii) an alternative base rate plus an applicable margin equal to 1.00%. Voluntary prepayments of the New Term Loans are permitted at any time, in minimum principal amounts, without premium or penalty, subject to a 1.00% premium payable in connection with certain repricing transactions within the first twelve months after the date of the initial funding of the New Term Loans. The New Term Loans will mature on March 23, 2028.

The foregoing summary is qualified in its entirety by reference to the text of the Fifth Amendment and the Second Amended and Restated Credit Agreement, which are filed as Exhibit 10.1 hereto and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 concerning the Company's direct financial obligations under the Second Amended and Restated Credit Agreement is hereby incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.     Description
  10.1            Fifth Amendment to Amended and Restated Credit Agreement, dated
                as of March 23, 2021, by and among SiteOne Landscape Supply
                Holding, LLC, SiteOne Landscape Supply, LLC, JPMorgan Chase Bank,
                N.A., as administrative agent and collateral agent, and the
                several banks and other financial institutions party thereto.
104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document)

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