Item 1.01 Entry into a Material Definitive Agreement.
On
The New Credit Facility is unsecured and has a maturity date of
The interest accrues on all loans advanced under the New Credit Facility at a rate per annum equal to Term SOFR (as defined in the 2022 Credit Agreement) plus the Applicable Margin or at the option of the Borrowers, the Base Rate (as defined in the 2022 Credit Agreement) plus the Applicable Margin. Under the 2022 Credit Agreement, "Applicable Margin" means a percentage per annum equal to (a) 1.10% for Term SOFR loans and (ii) 0.10% for Base Rate loans. The Borrowers may select interest periods of one (1), three (3) or six (6) months for Term SOFR loans, in each case subject to availability.
So long as no event of default has occurred and is continuing under the 2022 Credit Agreement, (a) interest is due and payable under the New Credit Facility at the end of the selected interest period, but no less frequently than quarterly; and (b) no payments of principal are due and payable until the maturity date.
The 2022 Credit Agreement contains various representations and warranties, affirmative covenants, and negative covenants applicable to the Parent and its subsidiaries (collectively, the "Company") that are customary for a financing of this type and that are subject to certain thresholds, exceptions, and/or qualifications agreed upon in the 2022 Credit Agreement. Most of these representations and warranties, affirmative covenants, and negative covenants are applicable only to Material Subsidiaries of the Parent. Under the 2022 Credit Agreement, "Material Subsidiary" means each subsidiary of the Parent which as of the most recent fiscal quarter of the Parent for the period of four consecutive fiscal quarters then ended for which financial statements for the Parent and its subsidiaries have been delivered to the Administrative Agent pursuant to the 2022 Credit Agreement, has contributed greater than (a) 5% of Consolidated EBITDA (as defined in the 2022 Credit Agreement) for such period or (b) 5% of consolidated total assets of the Parent and its subsidiaries as of such date.
The 2022 Credit Agreement contains the following financial covenants:
(a)Neither any
(b)Neither any
The 2022 Credit Agreement contains events of default that are customary and usual for a financing of this type, including, among other things, the following (subject to grace periods, thresholds, qualifications and exceptions agreed upon in the 2022 Credit Agreement): ?(i) non-payment of principal, interest, fees or other amounts; (ii) ?default of specific covenants; (iii) other defaults; (iv) breach of ?representations and warranties; (v) cross-defaults to other ?indebtedness in an amount to be agreed; (vi) bankruptcy and ?insolvency proceedings;? ? (vii) inability to pay debts or attachment; (viii) ?judgments; (ix) ERISA; (x) invalidity of loan documents;? ? and (xi) ?change of control.
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In the event that an event of default has occurred and is continuing under the 2022 Credit Agreement, the Administrative Agent may, and at the request of those Lenders holding more than 50% of the aggregate amount of principal outstanding under the loans under the New Credit Facility must, take the following actions: (i) terminate the Lenders' commitments to make loans under the 2022 Credit Agreement; (ii) declare all obligations under the 2022 Credit Agreement to be immediately due and payable in full; and/or (iii) exercise any and all rights and remedies available to the Administrative Agent under the 2022 Credit Agreement and the other Loan Documents (as defined in the 2022 Credit Agreement) or applicable law. For certain events of default related to insolvency and receivership, the commitments of the Lenders will be automatically terminated, and all outstanding obligations of the Borrowers will become immediately due and payable.
The 2022 Credit Agreement contains a guaranty (the "2022 Guaranty"). The 2022
Credit Agreement provides that any Material Subsidiary is required to become a
party thereto and a guarantor (a "Guarantor") (together with the Borrowers, the
"Loan Parties") under the 2022 Guaranty. Pursuant to the provisions of the 2022
Guaranty, each Guarantor jointly and severally and unconditionally guarantees
the prompt and complete payment and performance by the Borrowers of all
indebtedness, liabilities and obligations of the Borrowers to the Lenders and
the Administrative Agent under the 2022 Credit Agreement and the other Loan
Documents (as defined in the 2022 Credit Agreement) when due, whether at stated
maturity, by required prepayment, upon acceleration, demand or otherwise). As of
the Closing Date,
Item 1.02 Termination of a Material Definitive Agreement
In connection with the matters described under Item 1.01, which description is
incorporated herein by reference, as of the Closing Date, the 2022 Credit
Agreement amended, restated, and replaced in its entirety the Prior Credit
Agreement and the Prior Credit Facility was terminated. On the Closing Date, the
aggregate amount of principal outstanding under the Prior Credit Facility,
together with all accrued and unpaid interest and other unpaid sums thereunder,
was
Bank of America was a party under the Prior Credit Facility and is a lender, agent, and party under the 2022 Credit Agreement. Bank of America has performed, and may in the future perform, various commercial banking, investment banking, brokerage, and other financial advisory services for the Company for which Bank of America has received, and will receive, customary fees and expenses.
The above description of the Prior Credit Agreement is qualified in its entirety by the terms of the following:
(i) the Second Amended and Restated Credit Agreement, dated as of
(ii) Amendment, dated as of
(iii)Amendment, dated as of
(iv)Amendment, dated as of
(v)Amendment, dated as of
(vi)Amendment, dated as of
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(vii)Amendment, dated as of
(viii)Amendment, dated as of
each of which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under
Off-Balance Sheet Arrangements.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed as part of this report:
Exhibit No. Description
10.1 Third Amended and Restated Credit Agreement dated as ofDecember 16, 2022 , by and amongThe Boston Beer Company, Inc. ,Boston Beer Corporation ,American Craft Brewery LLC ,Bank of America, N.A ., as administrative agent thereunder 104 and various banks and other financial institutions (includingBank of America, N.A .) which are parties thereto as lenders (filed herewith) * Cover Page Interactive Data File (embedded within Inline XBRL document)
*Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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