Item 1.01.
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Entry into a Material Definitive Agreement.
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Amendment to Term Loan Agreement.
On July 11, 2018, Coca-Cola Bottling Co. Consolidated (the Company) entered into an amendment (the Term Loan Amendment) to the term
loan agreement, dated June 7, 2016, by and among the Company, JPMorgan Chase Bank, N.A. (JPMorgan), as administrative agent, and the other lenders party thereto (as amended, the Term Loan Agreement), to align certain
terms of the Term Loan Agreement with the Credit Agreement (as defined below), including revisions to (i) the calculation of interest rates, (ii) certain covenants, including the financial covenants the Company is required to maintain, and
(iii) certain events of default.
Borrowings under the Term Loan Agreement will continue to bear interest at rates per
annum determined by reference to, at the Companys option, either a base rate or a Eurodollar rate, the calculations of which were revised pursuant to the Term Loan Amendment to be identical to the interest rate calculations under the Credit
Agreement. The Term Loan Amendment also made certain adjustments to the calculation of the two financial covenants the Company is required to maintain, a consolidated cash flow/fixed charges ratio and a consolidated funded
indebtedness/cash flow ratio (each as defined in the Term Loan Agreement), the definitions of which are now identical to those in the Credit Agreement. In addition, the Term Loan Amendment modified certain events of default to align with those
in the Credit Agreement, including the occurrence of unsatisfied judgments of the Company or its subsidiaries in excess of $100 million (as increased, pursuant to the Term Loan Amendment, from $50 million), individually or in the aggregate,
outstanding for 30 days or more which are not being appealed or contested in good faith.
Amendment to Second Amended and
Restated Credit Agreement.
On July 11, 2018, the Company entered into an amendment (the Credit Amendment) to the second amended and restated credit agreement, dated June 8, 2018, by and among the Company, JPMorgan, as
administrative agent, and the other lenders party thereto (as amended, the Credit Agreement), to amend and restate the definition of consolidated funded indebtedness/cash flow ratio to conform to the definition in the Term
Loan Agreement.
The foregoing descriptions of the Term Loan Amendment and the Credit Amendment are qualified in their
entirety by reference to the full text of such agreements and all exhibits thereto, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form
8-K
and
incorporated herein by reference.
Certain parties to the Term Loan Agreement and/or the Credit Agreement and certain of their
respective affiliates have performed in the past, and may from time to time perform in the future, banking, investment banking and/or other advisory services for the Company and its affiliates for which they have received, and/or will receive,
customary fees and expenses.