Item 1.01 Entry into a Material Definitive Agreement
On
The Credit Agreement amends and restates in its entirety the First
The Credit Agreement provides for
The Credit Agreement provides that the Borrowers have the right, at any time, to
request additional term loans, revolver commitments and delayed draw term loan
commitments in an aggregate amount of up to
The Credit Agreement amends the terms under which the Credit Facilities bear interest. Borrowings under the Revolving Facility generally bear interest based on the sum of Term SOFR plus a loan margin based on average availability as follows: (a) less than or equal to 33% of average availability, a loan margin of 1.50%, (b) greater than 33% and less than or equal to 66% of average availability, a loan margin of 1.25%, and (c) greater than 66% of average availability, a loan margin of 1.00%. Borrowings under the Term Loan Facility and Delayed Draw Loan Facility generally bear interest based on the sum of (i) Term SOFR plus (ii) a credit spread adjustment of 10 bps for 1-month and 3-month interest periods and 15 bps for a six-month interest period plus (iii) a loan margin of 1.625%.
The Credit Agreement also includes an unused line fee for (a) the revolving facility, based on average availability as follows: (i) less than or equal to 33% of average availability, an unused line fee of 0.10%, (ii) greater than 33% and less than or equal to 66% of average availability, an unused line fee of 0.125%, and (iii) greater than 66% of average availability, an unused line fee 0.15% and (b) the DDTL Facility, an unused line fee of 0.15%.
The Credit Agreement contains customary representations and warranties and
affirmative and negative covenants for agreements of this type, including, among
others, covenants relating to financial reporting, compliance with laws and
material contractual obligations, payment of obligations including tax
liabilities, preservation of existence, books and records and inspection rights,
maintenance of properties and insurance, limitations on indebtedness and liens,
restrictions on mergers and sales of assets, and limitations on investments,
restricted payments and transactions with affiliates. In addition, the Credit
Agreement requires compliance with the following financial covenants, in each
case commencing from fiscal quarter ending
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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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 under Item 1.01 of this Current Report on Form 8-K regarding the Credit Agreement is incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Amended and Restated FirstLien Loan and Security Agreement, dated as ofNovember 4, 2022 , entered into by and amongMallard Buyer Corp. ,Selway Wine Company , each subsidiary ofThe Duckhorn Portfolio, Inc. party thereto,Bank of the West , as Administrative Agent and Collateral Agent, and the other lenders party thereto 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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