TLRY Tilray Brands Inc

Item 1.01Entry into a Material Definitive Agreement.

Amendment to Senior Credit Facility

On June 5, 2020, Tilray, Inc. (“Tilray”), through its wholly owned subsidiary High Park Holdings Ltd. (the “Borrower”), entered into a First Amendment (the “First Amendment”) to its existing $60 million senior credit agreement dated as of February 28, 2020, among Bridging Finance Inc., as agent for and on behalf of any of the funds managed or co-managed by Bridging Finance Inc. (collectively, the “Lender”), certain guarantors and the Borrower (as amended, restated, supplemented or otherwise modified from time to time, the “Senior Credit Facility”).

As a result of COVID-19 related financial markets conditions that have affected the Lender, and not because of any material changes to the business of Tilray or its subsidiaries, the Lender requested that Tilray withdraw its outstanding request for the additional funding of $9.9 million under the Senior Credit Facility. In exchange for Tilray’s accommodation of the Lender’s request to withdraw its funding request, the Lender agreed to enter into the First Amendment of the Senior Credit Facility.  Among other things, the First Amendment provides that the Senior Credit Facility will only require interest payments for the remainder of its term.  All outstanding principal payments will be due at maturity, February 28, 2022.  Additionally, and at such time as the Lender’s business may allow, the Lender may make the additional proceeds of $9.9 million available during the term of the Credit Agreement, at its sole discretion.  Tilray has been, and is currently, in full compliance with all terms of the Senior Credit Facility and will not incur any fees or penalties in connection with the First Amendment.  Concurrently, with the First Amendment, the Lender also approved Tilray’s ability to sell the High Park Gardens facility, if and when Tilray so desires.  As part of any sale of the High Park Gardens facility, the Lender has agreed that the Borrower may retain 60% of any sales proceeds (net of all expenses, fees and taxes), and that the Lender shall receive 40% of all sales proceeds (net of all expenses, fees and taxes).  All sales proceeds to the Lender will be applied as a repayment of principal on the Senior Credit Facility, without any prepayment penalties or fees.  

The foregoing description of the First Amendment is a summary and is qualified in its entirety by reference to the First Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.