Item 1.01 Entry into a Material Definitive Agreement. Credit Facility As previously disclosed, onApril 3, 2020 , the Company entered into a senior secured revolving credit facility in an aggregate principal amount of$425 million datedMarch 28, 2020 , by and among the Company and certain subsidiaries of the Company andBank of America, N.A . ("BofA"), as administrative agent and collateral agent, and the several lenders from time to time party thereto (the "Credit Agreement"). Also, as previously disclosed, in connection with entry into the Credit Agreement, the Company and its material domestic subsidiaries (the "Guarantors") entered into a Guarantee Agreement withBofA , as collateral agent (the "Guarantee Agreement") and a Collateral Agreement withBofA , as collateral agent (the "Collateral Agreement"). In connection with the Acquisition, on the Closing Date,Cremo and Cremo Company, LLC , aCalifornia limited liability company and wholly owned subsidiary of Cremo (together with Cremo, the "New Guarantors"), entered into (1) a Supplement No. 1 to the Guarantee Agreement, pursuant to which the New Guarantors agreed to unconditionally guarantee the payment and performance when due of the Guaranteed Obligations of both the Company and the Guarantors, jointly and severally, under the Credit Agreement (the "Guarantee Supplement") and (2) a Supplement No. 1 to the Collateral Agreement pursuant to which the New Guarantors granted a first-priority security interest in substantially all of their assets, subject to certain exceptions, to secure the Company's obligations under the Credit Agreement (the "Collateral Supplement"). Copies of the Guarantee Supplement and the Collateral Supplement are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively and are incorporated herein by reference. The foregoing summaries of the Guarantee Supplement and the Collateral Supplement are not intended to be complete and are qualified in their entirety by reference to the text of each agreement.
Fourth Supplemental Indenture to 2011 Indenture
In connection with the Acquisition, on the Closing Date, the Company, the New
Guarantors, certain other Subsidiaries of the Company party thereto and
--------------------------------------------------------------------------------
First Supplemental Indenture to 2020 Indenture
In connection with the Acquisition, on the Closing Date, the Company, the New
Guarantors and the Trustee entered into a First Supplemental Indenture (the
"First Supplemental Indenture") supplementing the Indenture, dated as of
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 Current Report on Form 8-K is incorporated by reference herein.
Item 8.01 Other Events. The information set forth in the Introductory Note above is incorporated by reference into this Item 8.01. OnSeptember 3, 2020 , the Company issued a press release announcing the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description Supplement No. 1 to Guarantee Agreement, dated as ofSeptember 2, 2020 , by 10.1Cremo Holding Company, LLC andCremo Company, LLC . Supplement No. 1 to Collateral Agreement, dated as ofSeptember 2, 2020 , by 10.2Cremo Holding Company, LLC andCremo Company, LLC . Fourth Supplemental Indenture, dated as ofSeptember 2, 2020 , by and among 10.3Edgewell Personal Care Company ,Cremo Holding Company, LLC ,Cremo Company, LLC , the other Guarantors party thereto andThe Bank of New York Mellon Trust Company, N.A. , as trustee. First Supplemental Indenture, dated as ofSeptember 2, 2020 , by and among 10.4Edgewell Personal Care Company ,Cremo Holding Company, LLC ,Cremo Company, LLC andThe Bank of New York Mellon Trust Company, N.A. , as trustee. 99.1 Press Release, issued onSeptember 3, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source