Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 24K
2: EX-10.1 Material Contract -- exhibit-101 HTML 79K
3: EX-99.1 Miscellaneous Exhibit -- exhibit-991 HTML 13K
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock
LNDC
The NASDAQ Global Select Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On October 25, 2019, Landec and certain of its subsidiaries entered into the Sixth Amendment to Credit Agreement (the “Credit Amendment”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), BMO Harris Bank, N.A. and City National Bank, as lenders (collectively, the “Lenders”), which amended the Credit Agreement entered into on September 23, 2016, as amended (the “Credit Agreement”) by and among Landec, certain of its subsidiaries,
and the Lenders. The Credit Amendment increased the capacity of the credit facility available under the Credit Agreement by $15,000,000 to (i) a $100,000,000 revolving line of credit (the “Amended Revolver”) and (ii) a $120,000,000 term loan facility (the “Amended Term Loan” and, together with the Amended Revolver, the “Amended Credit Facility”) from its preexisting credit facility comprised of (i) a $105,000,000 revolving line of credit (the “Original Revolver”) and (ii) a $100,000,000 term loan facility (the “Original Term Loan”).
The Amended Credit Facility continues to be guaranteed by certain of Landec’s direct and indirect subsidiaries and secured by substantially all of Landec’s and such direct and indirect subsidiaries’
personal property assets (with the exception of Curation Foods’ equity interest in Windset Holdings 2010 Ltd.). Both the Amended Revolver and the Amended Term Loan mature on October 25, 2022, with the Amended Term Loan requiring increased quarterly payments of $3,000,000 and with the remainder continued to be due at maturity. Interest on both the Amended Revolver and the Amended Term Loan continues to be based upon the Company’s “Total Leverage Ratio”, now at a per annum rate of either (i) the prime rate plus a spread of between 0.25% and 2.50% or (ii) the Eurodollar rate plus a spread of between 1.25% and 3.50%. In addition, the Credit Amendment increases Landec’s Maximum Total Leverage Ratio from 4.5 to 5.0 for the remainder of fiscal year 2020. It then decreases to 4.75 by the end of the first quarter of fiscal year 2021
and then decreases 25 basis points per quarter thereafter until it reaches 3.5 by the end of the second quarter of fiscal year 2022. There is no change to the requirement that the Company’s Fixed Charge Coverage Ratio be less than 1.2 to 1.0.
The Credit Agreement continues to contain customary events of default under which the obligation could be accelerated and/or the interest rate increased.
The foregoing description of the Credit Amendment and the Amended Credit Facility does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Credit Amendment, a copy of which is attached hereto as Exhibit 10.1 and the Credit Agreement and the Pledge and Security Agreement, copies of
which were attached as Exhibits 10.1 and 10.2 to the Landec’s Current Report on Form 8-K filed on September 26, 2016, and the terms of which are each incorporated herein by reference.
Sixth Amendment to Credit Agreement dated October 25, 2019 by and among Landec Corporation, Curation Foods, Inc., Lifecore Biomedical, Inc., Lifecore Biomedical, LLC, and GreenLine Logistics, Inc., BMO Harris Bank, N.A., City National Bank, and JPMorgan
Chase Bank, N.A
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Sixth Amendment to Credit Agreement dated October
25, 2019 by and among Landec Corporation, Curation Foods, Inc., Lifecore Biomedical, Inc., Lifecore Biomedical, LLC, and GreenLine Logistics, Inc., BMO Harris Bank, N.A., City National Bank, and JPMorgan Chase Bank, N.A
