Advantage Solutions Inc.
04/18/2024 | Press release | Distributed by Public on 04/18/2024 04:02
Material Agreement - Form 8-K
Item 1.01 - Entry into a Material Definitive Agreement
Third Amendment to First Lien Credit Agreement
On April 17, 2024 (the "Third Amendment Effective Date"), Advantage Sales & Marketing Inc. (the "Borrower"), an indirect wholly-owned subsidiary of Advantage Solutions Inc. (the "Company"), together with Karman Intermediate Corp., a Delaware corporation ("Holdings") and certain of the Borrower's subsidiaries, entered into Amendment No. 3 to the First Lien Credit Agreement (the "Third Amendment"), which amends the First Lien Credit Agreement, dated as of October 28, 2020 (as amended, restated, modified and supplemented from time to time, the "First Lien Credit Agreement"), by and among the Borrower, Holdings, each lender from time to time party thereto, Bank of America, N.A. ("Bank of America"), as administrative agent (in such capacity, including any successor thereto, the "Administrative Agent"), and the other parties thereto.
The Third Amendment was entered into by the Borrower to amend certain terms and provisions, including:
(i)
reducing the applicable interest rate margin on the term loan (a) for Term SOFR Loans (as defined in the amended First Lien Credit Agreement), from 4.50% to 4.25% or (b) for Base Rate Loans (as defined in the amended First Lien Credit Agreement), from 3.50% to 3.25%; and
(ii)
resetting the period for six months following the Third Amendment Effective Date in which a 1.00% prepayment premium shall apply to any prepayment of the term loans in connection with a Repricing Event (as defined in the amended First Lien Credit Agreement).
The foregoing description of the Third Amendment is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 hereto, and the First Lien Credit Agreement, which was filed as an exhibit to the Company's Current Report on Form 8-K, previously filed with the Securities and Exchange Commission on November 3, 2020, and Amendment No. 1, which was filed as exhibit to the Company's Current Report on Form 8-K on October 29, 2021, and Amendment No. 2, which was filed as an exhibit to the Company Quarterly Report on Form 10-Q on August 4, 2023.