UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
____________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 18, 2024
____________________________
BOWLERO CORP.
(Exact name of registrant as specified in its charter)
____________________________
| Delaware | 001-40142 | 98-1632024 |
| | | |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification
Number) |
| | 7313 Bell Creek Road Mechanicsville, Virginia 23111 | |
(Address of principal executive offices and zip code)
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered |
| Class A common stock, par value $0.0001 | BOWL | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On June 18, 2024, Bowlero Corp. (the “Company”) entered into a Tenth Amendment (the “Tenth Amendment”) to the First Lien Credit Agreement, dated as of July 3, 2017, by and among the Company, Kingpin Intermediate Holdings LLC, a direct subsidiary of the Company, as borrower, the other guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (as amended, restated, amended and restated, supplemented or otherwise modified and in effect prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement, as amended by the Tenth Amendment, the “Amended Credit Agreement”). Capitalized terms not defined herein are as defined in the Amended Credit Agreement.
The Tenth Amendment provides for a $50 million increase (the “Incremental Revolving Commitments”) of the total revolving commitments under the Existing Credit Agreement to an aggregate amount of $285 million. The Incremental Revolving Commitments have the same terms as the existing revolving commitments under the Existing Credit Agreement, including interest rate and maturity date. The Incremental Revolving Commitment is undrawn as of the Tenth Amendment Effective Date.
The description above is a summary and is qualified in its entirety by the full text of the Tenth Amendment and the Amended Credit Agreement, which are filed as Exhibit 10.1 to this Current Report on Form 8-K and are 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 set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
| 10.1 | Tenth Amendment, dated June 18, 2024, to the First Lien Credit Agreement, dated as of July 3, 2017, by and among Bowlero Corp., Kingpin Intermediate Holdings LLC, as borrower, the other guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | BOWLERO CORP. |
| | | |
| | | |
| Date: June 18, 2024 | | By: | /s/ Robert M. Lavan |
| | | Name: | Robert M. Lavan |
| | | Title: | Chief Financial Officer |
