Item 1.01. Entry into a Material Definitive Agreement.
On July 22, 2024, the wholly-owned subsidiaries of Lulu's Fashion Lounge Holdings, Inc. (the "Company") entered into the First Amendment to the Credit Agreement among Lulu’s Fashion Lounge, LLC, Lulu’s Fashion Lounge Parent, LLC, certain subsidiaries and Bank of America, N.A. (the "Amendment"), dated as of November 15, 2021, originally entered into to provide for a revolving credit facility (the "Credit Agreement"). Capitalized terms used without definition are as defined in the Amendment.
The Amendment provides for a nine-month extension of the maturity date to August 15, 2025. The Amendment also reduced the Revolving Commitment (as defined in the Credit Agreement) to $15.0 million from $50.0 million, as of July 22, 2024 (the "Effective Date") and further reduces the Revolving Commitment to $10.0 million on March 31, 2025. Additionally, the Amendment reduced the Letter of Credit Sublimit to $5.0 million from $7.5 million. Under the Amendment, the Company can increase the aggregate amount of the facility by $10.0 million, reduced from $25.0 million, subject to the satisfaction of certain conditions under the Credit Agreement.
The Amendment revised the applicable interest rates for borrowings for the period commencing on the Effective Date through (but excluding) November 15, 2024 as follows: the Base Rate Loan increased from 0.75% to 1.25%, and the Term Secured Overnight Financing Rate (“SOFR”) Loan and Letter of Credit Fees each increased from 1.75% to 2.25%. From and after November 15, 2024, the Base Rate Loan will increase to 2.25% and the Term SOFR Loan and the Letter of Credit Fees will each increase to 3.25%. Additionally, the Amendment reduced the SOFR credit spread adjustment to 0.10%, which previously ranged from 0.11448% to 0.71513% depending on the SOFR tenor. The Amendment also added and modified certain financial covenants.
All other terms governing the Amendment remain substantially consistent with the terms of the Credit Agreement. The foregoing description of the Amendment is qualified in its entirety by the full text of the Amendment, which is filed herewith as Exhibit 10.1 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 contained in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished herewith:
