Utz Brands Inc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
$UTZ
Packaged Foods
Consumer Staples
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): April 17, 2024
(Exact name of registrant as specified in its charter)
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| Class A Common Stock, par value $0.0001 per share | UTZ | New York Stock Exchange | ||||||||||||
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Item 1.01 Entry Into a Material Definitive Agreement
On April 17, 2024 (the “Refinancing Date”) Utz Quality Foods, LLC, a Delaware limited liability company (“Borrower”), a subsidiary of Utz Brands, Inc. (the “Company”), entered into an amendment to that certain First Lien Credit Agreement, dated as of November 21, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, (the “Existing Credit Agreement”) to effectuate a new senior secured term loan facility (the “Refinancing Facility”) which refinances in full all of the outstanding term loans of the Borrower and the other borrowers from time to time party thereto, and reduces the interest rate on the Refinancing Facility from the Secured Overnight Financing Rate (“SOFR”) rate + a credit spread adjustment + 3.00% to the SOFR rate +2.75%, as well as certain other changes to the Existing Credit Agreement. Pursuant to the Refinancing Facility, the Borrower refinanced, in full, outstanding term loans having a principal amount of $630 million as of the Refinancing Date. Except as set forth herein, the material terms of the Refinancing Facility, including the January 2028 maturity date, remain unchanged. Under the amended terms of the Term Loan, the Company estimates that the repricing of debt will produce cash interest expense savings of approximately $2 million annually.
The foregoing description of the Refinancing Facility is not complete and is qualified in its entirety by reference to the full text of the Refinancing Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Refinancing Facility provided under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure
On April 18, 2024, in connection with the transactions described under Item 1.01 and certain other transactions, the Company issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (“Securities Act”) 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 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
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.
Utz Brands, Inc.
Dated: April 18, 2024
By: /s/ Ajay Kataria
Name: Ajay Kataria
Title: Executive Vice President,
Chief Financial Officer and Chief Accounting Officer