| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 6, 2019, Organogenesis Inc. (the “Tenant”), a wholly owned subsidiary of Organogenesis Holdings Inc., entered into a Letter Agreement (the “Letter Agreement”) with Dan Road Associates LLC, 85 Dan Road Associates LLC, 275 Dan Road SPE LLC and 65 Dan Road SPE LLC (collectively, the “Creditors”) pursuant to which the Tenant agreed that each Creditor shall be entitled to receive interest on the accrued but unpaid rent obligations of the Tenant under certain leases as of March 14, 2019, which totaled $10,335,513.47 (the “Lease Debt”) for the period commencing April 1, 2019. The interest on the Lease Debt shall accrue at a rate per annum equal to the greater of (A) the Prime Rate plus three and three-quarters of one percent (3.75%) and (B) nine andone-quarter of one percent (9.25%), which is the rate applicable to the Term Loans under that certain Credit Agreement dated as of March 14, 2019 (the “Credit Agreement”) among us, the Tenant and Prime Merger Sub, LLC (collectively, the “Borrower”), the lenders from time to time party thereto (the “Lenders”), and Silicon Valley Bank, as administrative agent (the “Administrative Agent”). Pursuant to the terms of that certain Subordination Agreement, dated as of March 14, 2019 (the “Subordination Agreement”), among the Creditors and Administrative Agent, the Creditors agreed to subordinate all obligations of the Borrower to the Creditors (including, without limitation, rent, interest, fees, charges, expenses, costs, professional fees and expenses, and reimbursement obligations) existing as of March 14, 2019, in each case in respect of the Lease Debt. Pursuant to the Subordination Agreement, the Borrower will not pay all or any part of the Lease Debt until the Senior Debt (as defined in the Subordination Agreement) has been fully paid. Accrued interest on the Lease Debt is payable in cash on the date when the Lease Debt is repaid (as to the principal amount so repaid) and shall not itself bear interest.
The foregoing description of the Letter Agreement is only a summary and is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form8-K and is incorporated herein by reference.
On August 6, 2019, the Creditors and the Administrative Agent entered into an Amended and Restated Subordination Agreement (the “Amended Subordination Agreement”), the terms of which were approved of by the Tenant, and pursuant to which the parties agreed to permit the Lease Debt to accrue interest as provided in the Letter Agreement. The Amended Subordination Agreement further provides that such accrued interest shall not be payable in cash until the repayment in full of the Senior Debt (as defined in the Amended Subordination Agreement) and shall be considered “Subordinated Debt” under the terms of the Amended Subordination Agreement.
The foregoing description of the Amended Subordination Agreement is only a summary and is qualified in its entirety by reference to the Amended Subordination Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
