a.k.a. Brands Holding Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
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Catalog/Specialty Distribution
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2025
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Item 1.01 | Entry into a Material Definitive Agreement. | ||||
On October 14, 2025, a.k.a. Brands Midco Holding Corp., as borrower (the “Lead Borrower”), a wholly-owned subsidiary of a.k.a. Brands Holding Corp. (the “Company”), entered into an Amended and Restated Syndicated Facility Agreement (the “Amended and Restated Credit Agreement”), which amends and restates in its entirety the Credit Agreement dated as of September 21, 2021 (as amended, restated, amended and restated, supplemented, increased, extended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among the Lead Borrower, the other Loan Parties party thereto from time to time, KeyBank National Association, as Administrative Agent, Collateral Agent and Security Trustee, and the lenders party thereto. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement amends and restates the Existing Credit Agreement to, among other things, (i) establish Revolving Credit Commitments in an aggregate principal amount of $35,264,284.60 (ii) establish Term Loans in an aggregate principal amount of $85,000,000, (iii) adjust the pricing stepdowns related to the interest rate on the Term SOFR Loans, Base Rate Loans and BBSY Loans after delivery of a compliance certificate for the fiscal year ending December 31, 2025 and (iv) resize baskets within certain negative covenants based on a Consolidated EBITDA of $35,200,000.
The Amended and Restated Credit Agreement extends the maturity date of (i) the Revolving Credit Commitments to October 14, 2028 and (ii) the Term Loans to October 14, 2028. The Lead Borrower is required to make mandatory amortization payments in respect of the Term Loans in an amount equal to (a) commencing with the fiscal quarter ending on December 31, 2025 and until the fiscal quarter ending on December 31, 2027, a principal amount of Term Loans equal to the aggregate outstanding principal amount of Term Loans made on the date of the execution of the Amended and Restated Credit Agreement, multiplied by 1.875% and (b) commencing with the fiscal quarter ending on March 31, 2028, a principal amount of Term Loans equal to the aggregate outstanding principal amount of Term Loans made on the date of the execution of the Amended and Restated Credit Agreement, multiplied by 2.50%.
The obligations under the Amended and Restated Credit Agreement continue to be (a) jointly and severally guaranteed by the Guarantors, including the Company, and any future subsidiaries that execute a joinder to the guaranty and related collateral agreements and (b) secured by a first priority lien on substantially all of the Lead Borrower’s and the Guarantors’ assets, subject to certain customary exceptions. In addition, the Amended and Restated Credit Agreement contains customary non-financial covenants limiting, among other things, mergers and acquisitions; investments, loans, and advances; affiliate transactions; changes to capital structure and the business; additional indebtedness; additional liens; the payment of dividends; and the sale of assets, in each case, subject to certain customary exceptions. The Amended and Restated Credit Agreement contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, defaults under other material debt, events of bankruptcy and insolvency, failure of any guaranty or security document to be in full force and effect, and a change of control of the business.
A copy of the Amended and Restated Credit Agreement is attached hereto as 10.1, and is incorporated herein by reference. The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Credit Agreement.
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 above is incorporated by reference into this Item 2.03.
Item 7.01 | Regulation FD Disclosure. | ||||
On October 15, 2025, the Company issued a press release announcing the entry into the Amended and Restated Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Description | ||||
| 10.1 | Amended and Restated Credit Agreement, dates as of October 14, 2025, by and among a.k.a. Brands Midco Holding Corp., as borrower, the other Loan Parties party thereto from time to time, KeyBank National Association, as Administrative Agent, Collateral Agent and Security Trustee, and the lenders party thereto. | ||||
| 99.1 | |||||
| 104 | Cover page interactive data file (embedded within the inline XBRL document) | ||||
SIGNATURES
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.
| a.k.a. Brands Holding Corp. | ||||||||
Date: October 15, 2025 | By: | /s/ Kevin Grant | ||||||
| Name: | Kevin Grant | |||||||
| Title: | Chief Financial Officer | |||||||