Item 1.01 –
Entry into a Material Definitive Agreement
.
On April 17, 2019,
Centric Brands Inc., a Delaware corporation (the “Company”), entered into the first amendment and waiver (the “1L
Amendment”) to the first lien credit agreement, dated as of October 29, 2018, by and among the Company, Ares Capital Corporation,
as administrative agent, ACF FinCo I LP, as collateral agent and revolving agent, HPS Investment Partners, LLC, as documentation
agent, and certain other lenders party thereto (the “First Lien Credit Agreement”) to, among other things: (i) increase
the aggregate commitments under the senior secured asset based revolving credit facility (the “Revolving Facility”)
under the First Lien Credit Agreement from $150.0 million aggregate principal amount to $200.0 million; (ii) increase the amount
of the permitted securitization facility under the Receivables Purchase Agreement (as defined below) from $550.0 million to $600.0
million; (iii) increase the borrowing base of the First Lien Credit Agreement as set forth in the 1L Amendment; and (iv) amend
and restate the Company’s consolidated fixed charge ratio covenant.
On April 17, 2019, the Company entered into
the first amendment and waiver (the “2L Amendment”) to the second lien credit agreement, dated as of October 29, 2018,
by and among the Company, the lenders party thereto, and U.S. Bank National Association, as Administrative Agent and Collateral
Agent (the “Second Lien Credit Agreement”) to, among other things, increase the amount of amount of indebtedness
under the First Lien Credit Agreement from $795.0 million to $845.0 million.
In connection with the 1L Amendment, the
Company paid the lenders under the Revolving Facility a fee of $1.5 million. Also, on or around April 15, 2019, the Company received
consents under the First Lien Credit Agreement, the Second Lien Credit Agreement and under the Receivables Purchase Agreement,
dated as of October 29, 2018, by and among Spring Funding, LLC, as seller, the purchasers from time to time party thereto, PNC
Bank, National Association, as Administrative Agent, Differential Brands Group Inc., as initial Servicer, and PNC Capital Markets
LLC, as Structuring Agent (the “Receivables Purchase Agreement”) to, among other things, extend the deadline for the
Company to complete and publicly file its 2018 year-end financial statements until May 15, 2019.
The foregoing descriptions
is only a summary of the material provisions of the 1L Amendment and the 2L Amendment, respectively, and are qualified in their
entirety by reference to copies of the 1L Amendment and the 2L Amendment, which are filed as Exhibit 10.1 and Exhibit 10.2 to this
Current Report on Form 8-K and are incorporated by reference herein.