Item 1.01 Entry into a Material Definitive Agreement.
On May 6, 2021, Organogenesis Holdings Inc. (the “Company”), Organogenesis Inc., and Prime Merger Sub LLC (collectively, the “Borrower”) entered into a Fifth Amendment to Credit Agreement (the “Fifth Amendment”) dated and effective as of May 5, 2021 with Silicon Valley Bank (“SVB”), as the Issuing Lender and Swingline Lender, the several other lenders from time to time party thereto (the “Lenders”), and SVB, as administrative agent and collateral agent for the Lenders (the “Administrative Agent”). The Fifth Amendment amends the Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), dated as of March 14, 2019, by and among the Company, the Issuing Lender and Swingline Lender, the Lenders and the Administrative Agent, that provides for a term loan and a revolving credit facility, by:
| | • | | Setting the Minimum Trailing Twelve Month Consolidated Revenue (as defined in the Credit Agreement) requirements for the fiscal year ending December 31, 2021, tested quarterly, at the following levels: $265,589,489 for the trailing twelve months ending March 31, 2021; $269,601,318 for the trailing twelve months ending June 30, 2021; $306,135,527 for the trailing twelve months ending September 30, 2021; and $338,298,137 for the trailing twelve months ending December 31, 2021, with minimum revenue covenant levels for the quarterly periods ending March 31, 2022 and thereafter to be agreed between the Lenders and the Borrower no later than March 31 of each applicable fiscal year. |
| | • | | Setting the Minimum Trailing Twelve Month Non-PuraPly Revenue (as defined in the Credit Agreement) requirements for the fiscal year ending December 31, 2021, tested quarterly, at the following levels: $141,598,275 for the trailing twelve months ended March 31, 2021; $147,170,323 for the trailing twelve months ending June 30, 2021; $176,566,633 for the trailing twelve months ending September 30, 2021; and $205,350,818 for the trailing twelve months ending December 31, 2021, with minimum revenue covenant levels for the quarterly periods ending March 31, 2022 and thereafter to be agreed between the Lenders and the Borrower no later than March 31 of each applicable fiscal year. |
The foregoing description of the Fifth Amendment is only a summary and is qualified in its entirety by reference to the Fifth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On May 10, 2021, the Company announced via press release its results for the fiscal first quarter ended March 31, 2021. A copy of the Company’s press release is hereby furnished to the Commission and incorporated herein by reference as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Jon Giacomin to Board of Directors
On May 10, 2021, the Company announced that Jon Giacomin had been appointed by the board of directors to serve as an independent director of the Company on May 7, 2021 following the resignation of Mr. Mackie (described below). With Mr. Giacomin’s appointment, the number of directors remains eight. The board of directors also appointed Mr. Giacomin to be a member of the audit committee of the board of directors. Mr. Giacomin will receive the standard cash compensation for independent directors of the Company, including retainer fees for board and committee service. In addition, he received an award of 5,319 restricted stock units, which will vest in equal annual installments over three years. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the Company’s Class A common stock. Mr. Giacomin will also have the benefit of the Company’s standard form of indemnification agreement.
A copy of the press release dated May 10, 2021 announcing the appointment of Mr. Giacomin is filed as Exhibit 99.2 hereto and is incorporated by reference herein.
Resignation of Wayne Mackie
On May 7, 2021, Wayne Mackie resigned as a member of the Company’s board of directors effective immediately. Prior to his resignation, Mr. Mackie also served as chair of the compensation committee of the board of directors and as a member of
