Current, Quarterly or Annual Report by a Foreign Issuer — Form 6-K — SEA’34
Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 6-K Current, Quarterly or Annual Report by a Foreign HTML 21K Issuer
2: EX-99.1 Amended Senior Facilities Agreement HTML 670K
3: EX-99.2 Press Release - Closing of Term Loans HTML 11K
‘6-K’ — Current, Quarterly or Annual Report by a Foreign Issuer
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Closing
of the Refinancing of Term Loans
On November 8, 2022, Nomad Foods Limited (the “Company”) entered into an Amendment and Restatement Agreement by and among the Company, Nomad Foods Europe Midco Limited (“Midco”), Credit Suisse AG, London Branch, as security agent and agent on behalf of certain other finance parties thereto, and the other lenders and parties thereto (the “Amendment and Restatement Agreement”) relating to that certain Senior Facilities Agreement dated July 3, 2014 (as amended and restated from time to time, including pursuant to amendment and restatement agreements dated May 3, 2017 and June 22,
2021, the “Senior Facilities Agreement”). Pursuant to the Amendment and Restatement Agreement, as of the closing of the refinancing (November 10, 2022) the Senior Facilities Agreement was amended and restated (as amended and restated the “Amended Senior Facilities Agreement”) to, among other things refinance the existing USD 960 million Term Loan B due 2024 (the “Existing Loan”) with a (i) USD 700 million term loan bearing interest at a rate per annum equal to the SOFR rate plus 3.75% due 2029 and (ii) EUR 130 million term loan bearing interest at a rate per annum equal to EURIBOR plus 3.5% due 2029 (collectively the “Term Loans”). The Company used the net proceeds received in connection with the amendment and restatement of the senior credit facilities to repay the Existing Loan and for transaction expenses
and general corporate purposes. The description of the Amended Senior Facilities Agreement contained herein is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended Senior Facilities Agreement, which is attached hereto as Exhibit 99.1.
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, thereunto duly authorized.
Senior Facilities Agreement, originally dated 3 July 2014, as amended and restated from time to time, including pursuant to the Amendment and Restatement Agreement, by, among others, the Company and Credit Suisse AG, London Branch as security agent and agent on behalf of certain other finance parties thereto.