Product 1.01. Entry into a Product Definitive Agreement.
On
successor by assumption to
a
Borrower”) (the “Borrower,” “Enterprise,” “we” or “our”), as borrower, entered into
an Amended and Restated Credit history Agreement (the “Credit score Agreement”) with
Chase Lender, N.A
Administrative Agent have been get together to that specific Credit rating Settlement, dated as of
time to time, the “Unique Credit Settlement”).
The Borrower, HydraFacial, the other bank loan functions thereto, the creditors social gathering
thereto, and the Administrative Agent have agreed (a) to enter into the Amended
and Restated Credit history Arrangement in get to (i) amend and restate the Original
Credit history Agreement in its entirety, (ii) lengthen the maturity day with regard to
the existing revolving credit rating facility less than the Primary Credit score Settlement to
the Authentic Credit Arrangement, which shall be repayable in accordance with the
terms of the Amended and Restated Credit Agreement, (iv) established forth the conditions and
circumstances underneath which the loan providers will, from time to time, make financial loans and
increase other monetary accommodations to or for the advantage of the Borrower and
(v) transition from LIBOR to the secured right away financing charge (SOFR), and
(b) (i) that the Borrower shall presume all of the rights and “Obligations” of
the Preliminary Borrower beneath, and as each individual these types of phrase is defined in, the Primary
Credit Arrangement and (ii) that the First Borrower shall be produced and
discharged entirely from the obligations of the “Borrower” below, and as defined
in, the Initial Credit Arrangement, and shall be a subsidiary guarantor and a
bank loan social gathering thereunder.
The Amended and Restated Credit history Agreement offers for a
credit rating facility with a maturity day of
Borrower has the means from time to time to enhance the revolving commitments
or enter into one particular or much more tranches of phrase financial loans up to an more aggregate
amount not to exceed
selected situations precedent. As of the date of this Recent Report on Sort 8-K,
no amount of money was at any time drawn less than the Original Credit score Agreement, and the Amended
and Restated Credit rating Arrangement remains undrawn and there is no remarkable
stability underneath the revolving credit history facility.
Borrowings less than the Amended and Restated Credit score Arrangement are secured by
certain collateral of the Financial loan Events and are confirmed by all of the
Company’s domestic subsidiaries, every of whom will derive substantial advantage
from the revolving credit history facility. In specified conditions, added
guarantors are expected to be included. The Amended and Restated Credit rating Settlement
is made up of many restrictive covenants subject to specified exceptions, which includes
restrictions on the Borrower’s potential to incur indebtedness and sure liens,
make selected investments, become liable beneath contingent obligations in specific
situation, make sure restricted payments, make sure dispositions
in just rules and boundaries, interact in certain affiliate transactions, change
its fundamental business or make selected essential alterations, and necessities
to retain fiscal covenants, such as maintaining a leverage ratio of no
larger than 3.00 to 1.00 and sustaining a preset demand protection ratio of not
fewer than 1.15 to 1.00.
The leverage ratio also determines pricing under the Amended and Restated Credit score
Agreement. At the Borrower’s selection, borrowings below the revolving credit score
facility accrue curiosity at a rate equivalent to either Expression SOFR Charge or a specified
foundation fee moreover an applicable margin. The relevant margin is connected to the
leverage ratio. The margins assortment from 1.50{362bf5cdc35eddfb2532d3c23e83b41deb229c4410d15cb1127c60150cbd4488} to 2.00{362bf5cdc35eddfb2532d3c23e83b41deb229c4410d15cb1127c60150cbd4488} for each annum for Expression SOFR
Amount financial loans and .50{362bf5cdc35eddfb2532d3c23e83b41deb229c4410d15cb1127c60150cbd4488} to 1.00{362bf5cdc35eddfb2532d3c23e83b41deb229c4410d15cb1127c60150cbd4488} for each annum for base price loans. The revolving
credit rating facility is topic to a determination payment payable on the unused revolving
credit facility commitments ranging from .25{362bf5cdc35eddfb2532d3c23e83b41deb229c4410d15cb1127c60150cbd4488} to .35{362bf5cdc35eddfb2532d3c23e83b41deb229c4410d15cb1127c60150cbd4488}, relying on the
Borrower’s leverage ratio. The Borrower is also needed to pay back selected charges to
the Administrative Agent and letter of credit score issuers under the revolving credit rating
facility. All through the time period of the revolving credit score facility, the Borrower could
borrow, repay, and re-borrow amounts readily available under the revolving credit
facility, issue to voluntary reductions of the swing line, letter of credit score,
and revolving credit score commitments.
In addition, the Amended and Restated Credit rating Agreement features gatherings
(including, with out limitation, a non-payment beneath the mortgage, a breach of
warranties and representations in any substance regard, non-compliance with
covenants by a personal loan celebration, cross-default for payment defaults and
cross-acceleration for other defaults under content debt or a alter of
manage) which, if not healed within just the time period, if any, specified would
represent an function of default. On the incidence of these activities of default,
the Borrower could not ask for borrowings and the creditors may elect to
accelerate the superb principal and accrued and unpaid curiosity below the
revolving credit history facility. Further, superb principal and accrued and unpaid
interest thereon immediately accelerate on the entry of an get for aid
with respect to any mortgage occasion under any individual bankruptcy, insolvency or other identical
regulation.
The previously mentioned summary of the Amended and Restated Credit Arrangement does not purport
to be complete and is competent in its entirety by reference to the full textual content of
the Amended and Restated Credit history Agreement, a duplicate of which is attached as
Exhibit 10.1 to this Recent Report on Type 8-K and integrated herein by
reference.
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Merchandise 2.03. Generation of a Immediate Monetary Obligation or an Obligation beneath an
Off-Equilibrium Sheet Arrangement of a Registrant.
The information and facts set forth underneath Item 1.01 over is hereby integrated into this
Product 2.03 by reference.
Product 9.01. Fiscal Statements and Reveals.
(d) Reveals.
Show No. Description
10 .1 Amended and Restated Credit Settlement, dated as of November 14,
2022, amongst The Beauty Health and fitness Business, a Delaware company (as
successor by assumption to HydraFacial LLC (formerly recognised as Edge
Methods LLC), a California limited legal responsibility company), as borrower,
the other financial loan get-togethers thereto, the lenders celebration thereto, and
JPMorgan Chase Lender, N.A., as administrative agent
104 Protect Page Interactive Details File (embedded inside of the Inline XBRL
doc)
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