Item 1.01. Entry into a Material Definitive Agreement.
SiteOne Landscape Supply, Inc. (the "Company") announced that certain of its
subsidiaries have entered into the Fifth Amendment to Amended and Restated
Credit Agreement, dated as of March 23, 2021 (the "Fifth Amendment"), by and
among SiteOne Landscape Supply Holding, LLC ("Holding") and SiteOne Landscape
Supply, LLC, as borrowers (collectively, the "Borrowers"), JPMorgan Chase Bank,
N.A. (the "New Agent"), as administrative agent and collateral agent, the
several banks and other financial institutions party thereto and certain other
parties party thereto from time to time. The Fifth Amendment amends and restates
the Amended and Restated Credit Agreement, dated as of April 29, 2016, among the
Borrowers, the lenders from time to time party thereto and UBS AG, Stamford
Branch (the "Existing Agent") as administrative agent and collateral agent (as
amended prior to March 23, 2021, the "Existing Credit Agreement" and, as so
amended and restated pursuant to the Fifth Amendment, the "Second Amended and
Restated Credit Agreement") in order to, among other things, (i) incur $325
million of term loans (the "New Term Loans"), (ii) replace the Existing Agent as
administrative and collateral agent with the New Agent and (iii) make such other
changes in the Second Amended and Restated Credit Agreement as agreed among the
Borrowers and the lenders. Proceeds of the New Term Loans were used to, among
other things, (i) repay in full the Tranche E Term Loans outstanding under the
Existing Credit Agreement immediately prior to effectiveness of the Fifth
Amendment (the "Existing Term Loans"), (ii) to pay fees and expenses related to
the Fifth Amendment and the Second Amended and Restated Credit Agreement and
(iii) for working capital and other general corporate purposes.
The New Term Loans bear interest, at Holding's option, at either (i) an adjusted
LIBOR rate plus an applicable margin equal to 2.00% (with a LIBOR floor of
0.50%) or (ii) an alternative base rate plus an applicable margin equal to
1.00%. Voluntary prepayments of the New Term Loans are permitted at any time, in
minimum principal amounts, without premium or penalty, subject to a 1.00%
premium payable in connection with certain repricing transactions within the
first twelve months after the date of the initial funding of the New Term Loans.
The New Term Loans will mature on March 23, 2028.
The foregoing summary is qualified in its entirety by reference to the text of
the Fifth Amendment and the Second Amended and Restated Credit Agreement, which
are filed as Exhibit 10.1 hereto and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 concerning the Company's direct financial
obligations under the Second Amended and Restated Credit Agreement is hereby
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Fifth Amendment to Amended and Restated Credit Agreement, dated
as of March 23, 2021, by and among SiteOne Landscape Supply
Holding, LLC, SiteOne Landscape Supply, LLC, JPMorgan Chase Bank,
N.A., as administrative agent and collateral agent, and the
several banks and other financial institutions party thereto.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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