FRESHPET, INC. (NASDAQ:FRPT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
FRESHPET, INC. (NASDAQ:FRPT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement.
On September 21, 2017, Freshpet, Inc. (the “Company”) entered into the Third Amended and Restated Loan and Security Agreement, by and among the Company, City National Bank, a national banking association, as the arranger and administrative agent, and the lenders party thereto (the “New Loan Agreement”), which amends and restates in full the Second Amended and Restated Loan and Security Agreement, dated as of November 13, 2014 (as amended, supplemented or otherwise modified, the “Existing Loan Agreement”). The New Loan Agreement provides for a $30 million revolver (the “New Revolver”), as well as the ability to increase the New Revolver by an additional $10 million. At closing, the Company had total borrowings of $5.5 million under the New Revolver, providing the Company with $24.5 million of availability. The term loan under the Existing Loan Agreement, which had $7.5 million outstanding, was repaid with proceeds from the New Revolver and cash on hand.
The New Revolver matures in September 2020 and borrowings thereunder will bear interest at variable rates depending on the Company’s election, either at a base rate or at the London Interbank Offered Rate (“LIBOR”), in each case, plus an applicable margin. Subject to the Company’s leverage ratio, the applicable margin will vary between 0.75% and 1.25% for base rate loans and 1.75% and 2.25% for LIBOR loans. In addition, the Company will be required to pay customary fees and expenses in connection with the New Loan Agreement.
The New Loan Agreement is secured by substantially all of the Company’s and certain of its subsidiaries’ assets. The New Loan Agreement requires compliance with various covenants customary for for facilities of this type, including financial covenants and negative covenants that limit, among other things, the Company’s ability to incur additional debt and pay dividends. The New Loan Agreement also includes events of default customary for facilities of this type.
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 in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01. |
Regulation FD Disclosure. |
On September 21, 2017, the Company issued a press release regarding the New Loan Agreement, a copy of which is included herewith as Exhibit 99.1.
The information furnished to Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description |
99.1 |
Press Release |
Freshpet, Inc. ExhibitEX-99.1 2 frpt-ex991_67.htm EX-99.1 frpt-ex991_67.htm Exhibit 99.1 Freshpet,…To view the full exhibit click here
About FRESHPET, INC. (NASDAQ:FRPT)
Freshpet, Inc. is a manufacturer of fresh, refrigerated pet food distributed across North America. The Company operates in the segment of manufacturing, marketing and distribution of pet food and pet treats for dogs and cats. The Company offers products consisting of dog food, cat food, and dog and cat treats. Its recipes include real, fresh meat and varying combinations of vegetables, leafy greens and anti-oxidant rich fruits, without the use of preservatives, additives or artificial ingredients. All of its products are sold under the Freshpet brand name, with ingredients, packaging and labeling customized by class of retail. It also offers fresh treats across all classes of retail under the Dognation and Dog Joy labels. Its products are available in various forms, including slice and serve rolls, bagged meals and tubs. It owns and operates refrigerated pet food manufacturing facility in North America, the Freshpet Kitchens at Bethlehem, Pennsylvania.