Grove Collaborative Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Catalog/Specialty Distribution
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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): July 16, 2024
(Exact name of registrant as specified in its charter)
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(800 ) 231-8527
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Item 1.01. Amendments to Material Definitive Agreements
On July 16, 2024, Grove Collaborative Holdings, Inc., a Delaware public benefit corporation (“Holdings”) and Grove Collaborative, Inc., a Delaware public benefit corporation (“Grove”), in their capacity as borrowers (Holdings and Grove, collectively, the “Borrowers”) under that certain Loan and Security Agreement, dated as of December 21, 2022 (as amended by that certain Amendment No. 1 to Loan and Security Agreement, dated as of March 10, 2023, the “Term Loan Agreement”), among the Borrowers, Ocean II PLO LLC, a California limited liability company, as administrative and collateral agent (the “Agent”), and the lending institutions party thereto (collectively, the “Term Loan Lenders”), voluntarily prepaid a portion of the principal outstanding under the Term Loan Agreement in the amount of $42,000,000 (the “Prepayment”).
In connection with the Prepayment, the Borrowers entered into (a) that certain Amendment No. 2 to Loan and Security Agreement, dated as of July 16, 2024 (the “Second Amendment”), among the Borrowers, the Term Loan Lenders and the Agent, which amends the Term Loan Agreement to, among other things, (i) provide for a reduction in the amount of Unrestricted Cash (as defined in the Term Loan Agreement) required to be maintained by the Borrowers and (ii) extend the Amortization Date from July 1, 2025 to January 1, 2026, and (b) that certain Amendment No. 1 to Loan and Security Agreement, dated as of July 16, 2024 (the “First Amendment” and, together with the Second Amendment, collectively, the “Amendments”), among the Borrowers and Siena Lending Group LLC, a Delaware limited liability company, as lender (in such capacity, the “ABL Lender”), which amends that certain Loan and Security Agreement, dated as of March 10, 2023 (the “ABL Loan Agreement”), by and among the Borrowers and the ABL Lender, to, among other things, (i) reduce the liquidity thresholds for triggering a cash dominion event and additional appraisal requirements and (ii) change the availability block thereunder from an at all times test to a liquidity based test.
The foregoing descriptions of the Amendments are subject to and qualified in their entirety by reference to the full text of the of the Amendments, copies of which are included as Exhibits 10.1 and 10.2 hereto, and the terms of which are incorporated herein by reference.
Item 2.03. Amendment of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||||||||||||||||||||
| 10.1 | ||||||||||||||||||||||||||
| 10.2 | ||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||||||||||||||||||||
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 hereunto duly authorized.
GROVE COLLABORATIVE HOLDINGS, INC. | ||||||||||||||||||||||||||||||||
| By: | /s/ Sergio Cervantes | |||||||||||||||||||||||||||||||
| Name: | Sergio Cervantes | |||||||||||||||||||||||||||||||
| Title: | Chief Financial Officer | |||||||||||||||||||||||||||||||
Date: July 18, 2024