THE GREENROSE HOLDING COMPANY INC. Item 1.01 Entry into a Material Definitive Agreement.
Execution of Amendment to Transaction Support Agreement and Reinstatement and Amendment No. 1 to Forbearance Agreement
As described further below under Item 2.04,
Reinstatement and Amendment No. 1 to Forbearance Agreement
The Reinstatement and Amendment No. 1 to Forbearance Agreement reinstates and amends the Forbearance Agreement (as so reinstated and amended, the "Amended Forbearance Agreement"). The execution of the Amended Forbearance Agreement serves as written notice of reinstatement of the Forbearance Agreement by the Agent to the Greenrose Entities, in accordance with the terms of the Forbearance Agreement with respect to the Forbearance Termination Event of Default (as defined in the Forbearance Agreement) alleged by the First Notice of Default (as defined in Item 2.04 below).
Pursuant to the Amended Forbearance Agreement (a) an Event of Default (as
defined in the Forbearance Agreement) under the Credit Agreement that occurs
after a Holdings Board Change (as defined below) will not constitute a
Forbearance Termination Event of Default with respect to True Harvest or
Theraplant, (b) solely with respect to the Company, a Holdings Board Change will
constitute a Forbearance Termination Event of Default under the Amended
Forbearance Agreement, (c) solely with respect to True Harvest and the Company,
a TH Board Change (as defined below) will constitute a Forbearance Termination
Event of Default under the Amended Forbearance Agreement, (d) prior to a
Holdings Board Change or a TH Board Change, during the Forbearance Period (as
defined in the Forbearance Agreement), the Agent will be permitted to vote the
Voting Proxies (defined below) for limited purposes including to appoint
Amendment to Transaction Support Agreement
The amendment to the Transaction Support Agreement (the "TSA Amendment") provides, among other things, that:
? if there is a valid and effective Change of Control (as defined below) of the
board of directors of the Company (the "Board") without the consent of Agent or
that otherwise results in a breach of the Amended Forbearance Agreement (a
"Holdings Board Change"), the Transaction Support Agreement will terminate
solely with respect to the Company and the remaining parties to the Transaction
Support Agreement will consummate the foreclosure with respect to the
collateral owned by True Harvest and Theraplant (such transaction, the
"Subsidiary Foreclosure");
? if there is a valid and effective Change of Control of the board of directors
of True Harvest (the "TH Board") without the consent of the Agent or that
otherwise results in a breach of the Amended Forbearance Agreement, which is
not cured within three days, and the exercise of the Voting Proxies (as defined
below) are determined by a court of competent jurisdiction to be invalid (a "TH
Board Change"), the Transaction Support Agreement, as amended, will terminate
as to True Harvest and Agent may pursue any alternative method of foreclosure
on the collateral owned by True Harvest, and the foreclosure will be
consummated solely with respect to the collateral owned by Theraplant. For the
purposes of the TSA Amendment, a "Change of Control" means that any subset of
court of competent jurisdiction not to constitute at least a majority of the
Board or TH Board, as applicable;
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? upon consummation of the foreclosure, (i) NewCo (as defined in the Transaction
Support Agreement) will assume certain employee liabilities of employees and
independent contractors of the Company and all employee liabilities of
Theraplant and True Harvest, except for certain specified severance obligations
(as opposed to all employee liabilities of each of the Company, True Harvest
and Theraplant) and (ii) in addition to its obligation to offer employment to
all employees of True Harvest and Theraplant on terms substantially the same
terms, and with no less favorable benefits, as such employees' existing . . .
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 under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.04.
Notices of Default
On
Pursuant to the First Notice of Default, the Agent alleged that the Purported
Stockholder Consent as previously described in the Company's Form 8-K filed with
the
Under the Notices of Default, the Agent exercised the voting and all other
rights as a holder with respect to the Pledged Interests (as defined in the
Credit Agreement) and otherwise acted with respect to the Pledged Interests as
though the Agent was the outright owner thereof (the "Voting Proxies"). Pursuant
to the exercise of those rights, the Agent designated
The Agent indicated in the Notices of Default that it has not waived, and is not waiving any rights, remedies, powers, privileges and defenses afforded under the Credit Agreement and loan documents. The parties have addressed the Notices of Default by entering into the above-referenced Reinstatement and Amendment No. 1 to Forbearance Agreement and TSA Amendment.
Item 7.01 Regulation FD Disclosure.
The Company believes that the Purported Stockholder Consent and the other
purported actions as previously described in the Company's Form 8-K filed with
the
In connection with the Purposed Stockholder Consent as previously described in
the Company's Form 8-K filed with the
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Forward-Looking Statements.
Statements made in this Current Report on Form 8-K (including the Exhibits hereto) that are not historical facts are "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to the business combination and any other statements relating to future results, strategy and plans of the Company (including certain projections and business trends, and statements which may be identified by the use of the words "plans", "expects" or "does not expect", "estimated", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "projects", "will" or "will be taken", "occur" or "be achieved"). Such statements are provided for illustrative purposes only and are not to be relied upon as predictions or any assurance or guarantee by any party of actual performance of the Company. Forward-looking statements are based on the opinions and estimates of management of the Company and/or the estimates of management of the companies the Company recently acquired, as the case may be, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to the Company's ability to pursue the transactions contemplated by the Forbearance Agreement, as amended and the Transaction Support Agreement, as amended.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number Exhibit Description
10.1* Amendment to Transaction Support Agreement
10.2 Reinstatement and Amendment No. 1 to Forbearance Agreement
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained
in Exhibit 10.1)
* Certain schedules and exhibits to this agreement have been omitted in
accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted
schedule and/or exhibit will be furnished as a supplement to the
request.
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