Savers Value Village Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$SVV
Other Specialty Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 27, 2024
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Item 1.01 - Entry into a Material Definitive Agreement.
On June 27, 2024, Evergreen Acqco GP LLC, S-Evergreen Holding Corp., Evergreen AcqCo 1 LP (the “US Borrower”), Value Village Canada Inc. (the “Canadian Borrower” and, together with the US Borrower, the “Company”) and certain of their subsidiaries entered into an amendment (the “Fourth Amendment”) to the Company’s Credit Agreement, dated as of April 26, 2021 (as amended from time to time, including by that certain First Amendment, dated as of November 8, 2021, that certain Second Amendment, dated as of November 23, 2022, and that certain Third Amendment, dated as of January 30, 2024, the “Existing Credit Agreement”, the Existing Credit Agreement as amended by the Fourth Amendment, the “Credit Agreement”), among the Company, S-Evergreen Holding Corp., Evergreen Acqco GP LLC, the lenders party thereto, the subsidiary guarantors party thereto, KKR Loan Administration Services LLC, as administrative agent and collateral agent, and PNC Bank, National Association, as revolving agent.
Among other things, the Fourth Amendment (i) replaces the CDOR Rate (as defined in the Existing Credit Agreement) in the Existing Credit Agreement with Term CORRA (as defined in the Credit Agreement) for all purposes under the Credit Agreement and under any other Loan Document (as defined in the Credit Agreement), and (ii) establishes an Incremental Revolving Facility (as defined in the Credit Agreement) in an aggregate principal amount of $50,000,000.00.
The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and 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 set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||||||||
| 10.1 | Fourth Amendment to Credit Agreement, dated as of June 27, 2024, by and among Evergreen Acqco 1 LP, as US Borrower, Value Village Canada Inc., as Canadian Borrower, S-Evergreen Holding Corp., as Holdings, Evergreen Acqco GP LLC, as Holdings GP, the other Guarantors party thereto, KKR Loan Administration Services LLC, as Administrative Agent and Collateral Agent and PNC Bank, National Association, as revolving agent. | |||||||||||||
| 104 | Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline | |||||||||||||
SIGNATURE
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.
SAVERS VALUE VILLAGE, INC. | |||||||||||
| Date: | June 28, 2024 | By: | |||||||||
| Name: | Richard Medway | ||||||||||
| Title: | General Counsel, Chief Compliance Officer, Chief Sustainability Officer and Secretary | ||||||||||