SEQUENTIAL BRANDS GROUP, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 30, 2019, Sequential Brands Group, Inc. and certain of its subsidiaries ("Sequential" or the "Company") amended its Third Amended and Restated Credit Agreement (the "Amended BoA Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto. The loans under the Amended BoA Credit Agreement will be subject to quarterly amortization payments of $2.5 million through September 30, 2020, $3.25 million through September 30, 2021 and $4 million for each fiscal quarter thereafter. The Amended BoA Credit Agreement modifies the calculation of Consolidated EBITDA (as defined in the agreement) by permitting additional addbacks and specifying the EBITDA amounts for the quarters ended September 30, 2018, December 31, 2018, March 31, 2019 and June 30, 2019. The Amended BoA Credit Agreement allows for the netting of up to $5 million in cash of the Company and its subsidiaries for purposes of calculating the leverage ratio covenant. The Company reduced the available commitments under the revolving facility to $80 million.

The Second and Third Amended and Restated Credit Agreements are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference. The foregoing description of the Third Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full agreement attached hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

 (d)  Exhibits.






Exhibit
Number       Description
10.1           Second Amendment to Third Amended and Restated Credit Agreement,
             dated as of June 10, 2019, between Sequential Brands Group, Inc.,
             certain subsidiaries of Sequential Brands Group, Inc. named therein,
             Bank of America, N.A., as administrative agent and collateral agent
             and the lenders party thereto.
10.2           Third Amendment to Third Amended and Restated Credit Agreement,
             dated as of December 30, 2019, between Sequential Brands Group, Inc.,
             certain subsidiaries of Sequential Brands Group, Inc. named therein,
             Bank of America, N.A., as administrative agent and collateral agent
             and the lenders party thereto.

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