| Item 1.01 | Entry into a Material Definitive Agreement. |
On December 22, 2021, The Hain Celestial Group, Inc. (the “Company”) entered into the Fourth Amended and Restated Credit Agreement (the “Credit Agreement”), by and among the Company, each lender party thereto and Bank of America, N.A. , as administrative agent, swing line lender and letters of credit issuer.
The Credit Agreement provides for senior secured financing of $1.1 billion in the aggregate, consisting of (1) $300 million in aggregate principal amount of term loans maturing in five years and (2) an $800 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a $440 million U.S. revolving credit facility and $360 million global revolving credit facility) maturing in five years.
In connection with the Credit Agreement, the Company and its material domestic subsidiaries entered into an Amended and Restated Security and Pledge Agreement (the “Security Agreement”), pursuant to which all of the obligations under the Credit Agreement will be secured by liens on assets of the Company and its material domestic subsidiaries, including the equity interests in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions.
The Credit Agreement provides that loans will bear interest at rates based on (a) the Eurodollar Rate plus a rate ranging from 0.875% to 1.750% per annum or (b) the Base Rate plus a rate ranging from 0.00% to 0.750% per annum, the relevant rate being the Applicable Rate. The Applicable Rate will be determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement.
Swing Line Loans and Global Swing Line Loans denominated in U.S. dollars will bear interest at the Base Rate plus the Applicable Rate, and Global Swing Line Loans denominated in foreign currencies shall bear interest based on (a) the Euro Short Term Rate, or €STR, in the case of such loans denominated in Euros plus the Applicable Rate, (b) the Sterling Overnight Index Average Reference Rate, or SONIA, in the case of such loans denominated in Sterling plus the Applicable Rate or (c) the Canadian Prime Rate plus the Applicable Rate.
Additionally, the Credit Agreement contains a Commitment Fee on the amount unused under the Credit Agreement ranging from 0.150% to 0.250% per annum, and such Commitment Fee is determined in accordance with a leverage-based pricing grid.
The Credit Agreement includes maintenance covenants that will require compliance with a consolidated interest coverage ratio, a consolidated secured leverage ratio and a consolidated leverage ratio.
Unless otherwise defined in the forgoing description, capitalized terms shall have the meaning set forth in the Credit Agreement. The forgoing description of the Credit Agreement and the Security Agreement is not complete and is qualified in its entirety by the terms and provisions of the Credit Agreement and the Security Agreement, copies of which are filed herewith as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.
On December 28, 2021, the Company issued a press release announcing the closing of its previously announced acquisition of the producer and marketer of the ParmCrisps® and Thinsters® brands.
A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
