Item 1.01 Entry into a Material Definitive Agreement.



On December 31, 2020, Landec Corporation (the "Company"), Curation Foods, Inc.
("Curation") and Lifecore Biomedical, Inc. ("Lifecore"), as borrowers, and
certain of the Company's other subsidiaries, as guarantors, entered into (i)
that certain credit and guaranty agreement (the "Term Loan Credit Agreement"),
dated December 31, 2020, with Goldman Sachs Specialty Lending Group, L.P.
("Goldman Sachs"), as lender, administrative agent and collateral agent, and
certain affiliates of Guggenheim Credit Services, LLC, as lenders, and (ii) that
certain credit agreement (the "Revolver Credit Agreement" and, together with the
Term Loan Credit Agreement, the "New Credit Agreements"), dated December 31,
2020, with BMO Harris Bank N.A. ("BMO") as lender and administrative agent. The
New Credit Agreements refinanced in full all obligations of the Company and its
subsidiaries under the Company's existing credit agreement, dated September 23,
2016, as amended, with JPMorgan Chase Bank, N.A., BMO and City National Bank, as
lenders.

General Terms

The Term Loan Credit Agreement provides for up to $170.0 million in total term
loan borrowings, consisting of an initial $150.0 million tranche funded in full
at closing and a $20.0 million multi-draw delayed term loan tranche available
for borrowing until December 31, 2022, subject to, among other conditions,
satisfaction of certain pro forma leverage ratios that are further described in
the Term Loan Credit Agreement. The obligations under the Term Loan Credit
Agreement mature on December 31, 2025.

The Revolver Credit Agreement provides for up to the lesser of (i) $75.0 million
less a reserve for certain secured credit products, if any, and (ii) a borrowing
base as calculated under the Revolver Credit Agreement (such lesser amount, the
"Maximum Borrowing Amount"). The borrowing base is calculated as the sum of (i)
85% of the value of certain eligible accounts of the Company and Lifecore, plus
(ii) 85% of the value of eligible developmental service accounts of Lifecore
(capped at $3.0 million), plus (iii) 85% of the value of eligible specified
foreign account debtor accounts of Lifecore (capped at $3.5 million), plus (iv)
90% of eligible credit insured foreign accounts of the Company and Lifecore,
plus (v) 80% of the value of certain eligible accounts of Curation, plus (vi)
the lesser of (x) 85% of the net orderly liquidation value of certain eligible
inventory and (y) 75% of the cost of certain eligible inventory, plus (vii) the
lesser of 85% of the net orderly liquidation value of eligible in-transit
inventory and 70% of the cost of eligible in-transit inventory, minus (viii)
certain customary reserves. The obligations under the Revolver Credit Agreement
mature on December 31, 2025 or, if any obligations under the Term Loan Credit
Agreement remain outstanding as of such date, October 2, 2025.

Interest Rates and Fees



Borrowings under the Term Loan Credit Agreement have an interest rate of, at the
option of the Company, (x) LIBOR (subject to a floor of 100 basis points) plus
850 basis points or (y) base rate (subject to a floor of 300 basis points) plus
750 basis points. Unused multi-draw delayed draw term loan commitments are
subject to an undrawn commitment fee equal to 50 basis points per annum.

Borrowings under the Revolver Credit Agreement have an interest rate of, at the
option of the Company, (x) LIBOR (subject to a floor of 50 basis points) plus
between 200 and 250 basis points or (y) base rate (subject to a floor of 150
basis points) plus between 100 and 150 basis points, in each case, based upon
average availability under the Revolver Credit Agreement. Unused revolver
commitments are subject to an undrawn commitment fee equal to 37.5 basis points
per annum.

Covenants

Each of the New Credit Agreements contains customary affirmative and negative
covenants, including, among other things, limitations on incurrence of debt,
liens, investments, restricted payments, restricted debt payments, maintenance
of existence and affiliate transactions.

The Term Loan Credit Agreement also includes the following financial covenants:
(i) a minimum fixed charge coverage ratio (that commences on May 30, 2021 at
1.10 to 1.00 and increases incrementally thereafter to 1.40 to 1.00 on August
31, 2024), (ii) a maximum leverage ratio (that commences on February 28, 2021 at
7.00 to 1.00 and decreases incrementally thereafter to 4.00 to 1.00 on February
28, 2025), (iii) a minimum Lifecore gross profits covenant (that commences on
February 28, 2021 at $28.75 million and increases incrementally thereafter to
$40.0 million on November 30, 2023), (iv) a maximum capital expenditures
covenant (at various quarterly and trailing four quarter period levels described
in the Term Loan Credit Agreement) that does not apply to the extent the
unfinanced capital expenditures ratio (EBITDA to unfinanced capital
expenditures) is greater than or equal to 1.0 to 1.0 and (v) a minimum liquidity
covenant (defined as borrowing availability under the Revolver Credit Agreement
plus certain qualified cash) of $7.5 million.

The Revolver Credit Agreement also includes a springing fixed-charge coverage
ratio financial covenant of 1.0 to 1.0, which applies if either (x) an event of
default has occurred or (y) borrowing availability under the Revolver Credit
Agreement is less than the greater of $7.5 million and 10% of the Maximum
Borrowing Amount.
                                       2
--------------------------------------------------------------------------------

Events of Default



Each of the New Credit Agreements is subject to customary events of default,
including, among other things, failure to pay principal, interest, fees or other
amounts; covenant defaults; material inaccuracy of representations and
. . .

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 is incorporated herein by reference.

Item 7.01 Regulation of FD Disclosure.



On January 4, 2020, the Company issued a press release announcing the New Credit
Agreements, which is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.

Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filings.
                                       3
--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

The following exhibits are furnished as part of this report:



   Exhibit No.            Description
       10.1                 Credit and Guaranty Agreement, dated December

31, 2020, by and among Landec


                          Corporation, Curation Foods, Inc. and Lifecore

Biomedical, Inc., as borrowers,


                          certain other subsidiary parties thereto, as

guarantors, Goldman Sachs

Specialty Lending Group, L.P., as lender,

administrative agent and collateral


                          agent, and certain affiliates of Guggenheim

Credit Services, LLC, as


                          lenders    .
       10.2                 Credit Agreement, dated December 31, 2020, by

and among Landec Corporation,

Curation Foods, Inc. and Lifecore Biomedical,

Inc., as borrowers, certain


                          other subsidiary parties thereto, as guarantors,

and BMO Harris Bank.,


                          N.A., as lender and administrative agent    .
       10.3                 Pledge and Security Agreement, dated December

31, 2020, by and among Landec


                          Corporation, Curation Foods, Inc., Lifecore

Biomedical, Inc. and certain other


                          subsidiary parties thereto, as     grantors    , and     Goldman Sachs
                          Specialty Lending Group, L.P., as collateral agent    .
       10.4                 Pledge and Security Agreement, dated December

31, 2020, by and among Landec


                          Corporation, Curation Foods, Inc., Lifecore

Biomedical, Inc. and certain other


                          subsidiary parties thereto, as     grantors    ,

and BMO Harris Bank., N.A.,


                          as administrative agent.
       99.1                 Press Release dated January 4, 2021.
       104                Cover Page Interactive Data File - the cover page XBRL tags are embedded
                          within the Inline XBRL document.




                                       4

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses