Tupperware Brands Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$TUP
Plastic Products
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2024, Tupperware Brands Corporation (the “Company”), Tupperware Products AG (together with the Company, collectively, the “Borrowers”), certain other subsidiaries of the Company and the Lenders (defined below) party thereto, among others, entered into the Amendment to Forbearance Agreement (the “Forbearance Amendment”), amending, modifying, and otherwise affecting (i) that certain Forbearance Agreement, dated as of February 13, 2024 (the “Forbearance Agreement”), by and among, among others, the Borrowers, certain other subsidiaries of the Company and the Lenders (defined below) party thereto, and (ii) that certain Credit Agreement, dated as of November 23, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of August 1, 2022, that certain Second Amendment to Credit Agreement, dated as of December 21, 2022, that certain Third Amendment to Credit Agreement, dated as of February 22, 2023, that certain Fourth Amendment to Credit Agreement and Limited Waiver of Borrowing Conditions, dated as of May 5, 2023, that certain Debt Restructuring Agreement, dated as of August 2, 2023, that certain Fifth Amendment to Credit Agreement, dated as of October 5, 2023, that certain Sixth Amendment to Credit Agreement, dated as of December 22, 2023, and the Forbearance Agreement, the “Credit Agreement”), by and among, among others, the Borrowers, Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), and the lenders party thereto (the “Lenders”).
As previously disclosed in the Current Report on Form 8-K filed on February 16, 2024, the Forbearance Agreement provides for compliance with specified milestones with respect to business planning and repayment transactions until the earlier of (a) June 30, 2024 at 11:59 p.m. Eastern time and (b) the date and time on which the Administrative Agent (at the direction of the majority Lenders) elects to terminate the Forbearance Agreement in accordance with its terms (the “Forbearance Period” and each such milestone, a “Forbearance Agreement Milestone”). The Forbearance Amendment, among other things, (a) extends the Forbearance Agreement Milestone for entry into a definitive agreement with respect to certain repayment transactions from May 22, 2024 to June 22, 2024, (b) permits the Company to retain (i) all net cash proceeds from tax refunds and (ii) up to $3,500,000 of the net cash proceeds from the sale of certain unused internet protocol addresses, (c) reduces the permitted Aggregate Global Tranche Revolving Credit Exposure (as defined in the Credit Agreement) from $36,419,883.13 to the current Aggregate Global Tranche Revolving Credit Exposure level of $22,330,000, (d) removes the Company’s weekly minimum U.S. liquidity requirement under the Credit Agreement without giving rise to a requirement to pay down the Aggregate Global Tranche Revolving Credit Exposure with amounts in excess thereof, and (e) increases the unrestricted cash and cash equivalents that the Company and its subsidiary guarantors organized in the United States are permitted to have on hand from $7,000,000 to $15,000,000.
The description of the Forbearance Amendment in this Current Report on Form 8-K (this “Current Report”) is a summary and is qualified in its entirety by reference to the complete terms of the Forbearance Amendment included therein. The Forbearance Amendment is filed hereto as Exhibit 10.1 and is incorporated by reference herein.
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 of this Current Report is incorporated by reference into this item.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TUPPERWARE BRANDS CORPORATION | |||||||||||
| Date: | June 5, 2024 | By: | /s/ Karen M. Sheehan | ||||||||
| Karen M. Sheehan | |||||||||||
| Executive Vice President, Chief Legal Officer & Secretary | |||||||||||