UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Third Amendment to Credit Agreements
As previously disclosed, in September 2021, Local Bounti Corporation (the “Company”), along with certain subsidiaries of the Company, and Cargill Financial Services International, Inc. (“Cargill Financial”) entered into (a) a credit agreement (the “Original Senior Credit Agreement”) and (b) a subordinated credit agreement (the “Original Subordinated Credit Agreement” and, together with the Original Senior Credit Agreement, the “Original Credit Agreements”). Also as previously disclosed, in March 2022 and August 2022, the Company, along with certain subsidiaries of the Company and Cargill Financial, entered into that certain First Amendment to Credit Agreements and Subordination Agreement and that Second Amendment to Credit Agreements, respectively, to amend the Original Credit Agreements (as amended, the “Credit Agreements”).
On December 30, 2022, the Company, along with certain subsidiaries of the Company, entered into a Third Amendment to Credit Agreements (the “Third Amendment”) with Cargill Financial to further amend the Credit Agreements. The Third Amendment (i) reduces the amount of cash required to be held in the debt service reserve account for the Credit Agreements by approximately $10.0 million; (ii) modifies the payment date of regularly scheduled interest and principal payments and certain other payments under the Credit Agreements from the last Business Day of the applicable quarter to the first Business Day of the subsequent quarter; (iii) allows for the payment in kind of the quarterly interest payment due and payable for the quarter ending December 31, 2022; and (iv) implements a capital expenditures covenant which limits capital expenditures to existing projects and restricts aggregate capital expenditures for existing projects in excess of amounts set forth in the applicable construction budget to $1,000,000 in any fiscal year. The aggregate amount of outstanding loans and undrawn commitments under the Credit Agreements remains at $170.0 million (plus interest paid in kind).
On January 6, 2023, the Company, along with certain subsidiaries of the Company, entered into a Fourth Amendment to Credit Agreements (the “Fourth Amendment”) with Cargill Financial to further amend the Credit Agreements, as amended by the Third Amendment. The Fourth Amendment reduces the minimum liquidity covenant in each of the Credit Agreements from $20.0 million to $11.0 million (or $10.0 million following a qualified offtake arrangement).
All capitalized terms above that are not defined elsewhere have the meanings ascribed to them in the Third Amendment, Fourth Amendment or the Credit Agreements, as applicable. The foregoing descriptions of the Third Amendment and Fourth Amendment and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of the Third Amendment and Fourth Amendment, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| † | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company hereby agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request. |
1
SIGNATURES
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.
| Local Bounti Corporation | ||||||
| By: | /s/ Kathleen Valiasek | |||||
| Name: | Kathleen Valiasek | |||||
| Title: | Chief Financial Officer | |||||
| Date: January 6, 2023 | ||||||