ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
Overview
As more fully described in Item 2.01, below,
Following the closing of the sale of the global ingredients segment, on
Also on
Guaranty and Security
All obligations under the Facilities are guaranteed by substantially all of the
Company's direct and indirect wholly-owned material restricted subsidiaries
organized in
Interest Rate and Fees
Borrowings under the Facilities bear interest based on various reference rates including LIBOR plus an applicable margin. With respect to loans under the asset-based revolving credit facility, the applicable margin will be set quarterly based on average borrowing availability for the preceding fiscal quarter and will range from 0.50% to 1.00% for base rate borrowings and from 1.50% to 2.00% for eurocurrency rate, bankers' acceptance rate and European base rate borrowings, with a reduction of 0.25% when the Company's total leverage ratio is less than a specific threshold on or after the one year anniversary of the closing date of the Facilities. With respect to loans under the delayed draw term loan facility, the applicable margin will be set quarterly based on average borrowing availability for the preceding fiscal quarter and will range from 1.25% to 1.75% for base rate borrowings and from 2.25% to 2.75% for eurocurrency rate, bankers' acceptance rate and European base rate borrowings. In addition to paying interest on outstanding principal under the Facilities, the Company is required to pay commitment fees quarterly, in arrears, equal to (i) 0.25% of the average daily undrawn portion of the asset-based revolving credit facility and (ii) 0.375% of the undrawn portion of the delayed draw term loan facility.
Certain Covenants and Events of Default
Subject to (i) certain adjustments to baskets and thresholds and (ii) the addition of a maximum senior funded leverage ratio covenant with respect to the delayed draw term loan facility, the Facilities are subject to substantially similar covenants and events of default as under the Existing Credit Agreement.
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The foregoing description of the Restatement is included to provide you with information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Restatement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As previously reported, on
On
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The response to Item 1.01 is hereby incorporated into this Item 2.03.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
As a result of the closing of the Transaction described in Item 2.01 above, Mr.
ITEM 7.01. REGULATION FD DISCLOSURE
A copy of the Company's press release announcing the closing of the Transaction and the Restatement is attached to this report as Exhibit 99.1. The information contained in Exhibit 99.1 is being furnished pursuant to Item 7.01 of this Form 8-K (including the exhibits hereto) and shall not be considered "filed" under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the registrant's filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the registrant expressly states in such filing that such information is to be considered "filed" or incorporated by reference therein
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(b)Pro Forma Financial Information
The pro forma financial information required by this Item 9.01(b) is filed as Exhibit 99.2 to this report and incorporated by reference in this Item 9.01(b).
(d) Exhibits
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Exhibit No. Description
10.1 Second Restatement Agreement, dated as ofDecember 31, 2020 , amending and restating the Existing Credit Agreement, dated as ofFebruary 11, 2016 (as amended by (i) the First Amendment dated as ofOctober 7, 2016 , (ii) the Second Amendment and Joinder dated as ofSeptember 19, 2017 , (iii) the Third Amendment and Joinder dated as ofOctober 22, 2018 , and as amended and restated by the Restatement Agreement, dated as ofJanuary 28, 2020 ), amongSunOpta Inc. ,SunOpta Foods Inc. , the other borrowers and guarantors party thereto, the lenders party thereto,Bank of America, N.A ., as administrative agent, collateral agent, an issuing bank and the swingline lender, andJPMorgan Chase Bank, N.A ., as term loan administrative agent. 99.1 Press Release datedJanuary 4, 2021 99.2 Unaudited Pro Forma Condensed Combined Financial Statements ofSunOpta Inc.
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