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2020-10-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or
of the Securities Exchange Act of
Date of Report (Date of earliest
October 16, 2020
Blue Apron Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
28 Liberty Street
|(Address of Principal Executive
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last
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 (see General
Instruction A.2. below):
¨ 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
¨ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
Securities registered pursuant to Section 12(b) of the
Title of Each Class
Name of Exchange on Which Registered
Class A Common Stock, $0.0001 par value per share
New York Stock Exchange LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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
Item 1.01 Entry
into a Material Definitive Agreement.
On October 16, 2020, Blue Apron Holdings, Inc. (the “Company”)
entered into a Financing Agreement (the “New Credit Facility”)
among the Company, Blue Apron, LLC, a wholly-owned subsidiary of
the Company (the “Borrower”), certain other subsidiaries of the
Company party thereto as subsidiary guarantors (together with the
Company, the “Guarantors”), the lenders party thereto from time to
time (the “Lenders”) and Blue Torch Finance LLC, as administrative
agent and collateral agent for the Lenders (the “Agent”). The New
Credit Facility provides for, among other things, a term loan in
the aggregate principal amount of $35.0 million (the “Term Loan”).
The proceeds of the Term Loan were used, together with cash on
hand, to repay the Company’s Old Credit Facility (as defined in
Item 1.02 below) and pay fees and expenses in connection with the
transactions contemplated by the New Credit Facility.
Subject to the terms of the New Credit Facility, the Term Loan
bears interest at a rate equal to LIBOR (subject to a 1.50% floor)
plus 8.00% per annum. The principal amount of the Term Loan will be
repayable in equal quarterly installments of $875,000 through
December 31, 2022, with the remaining unpaid principal amount of
the Term Loan repayable on March 31, 2023.
The New Credit Facility provides for a guaranty by the Guarantors
of all of the obligations of the Borrower, including the payment
when due of all principal, interest, fees, expense reimbursements,
indemnifications and all other obligations under the New Credit
Facility (collectively, the “Obligations”). In connection with the
New Credit Facility, the Borrower and the Guarantors entered into a
Security Agreement with the Agent, pursuant to which they each
granted to Agent, for the benefit of the Agent and the Lenders, a
first priority security interest in, and lien upon, substantially
all of the assets and properties now owned or hereinafter acquired
by the Borrower and the Guarantors to secure the Obligations.
Credit Facility contains customary representations, warranties,
affirmative and negative covenants (including financial covenants),
and indemnification provisions in favor of the Agent and the
Lenders. The financial covenants include a minimum liquidity
covenant and a covenant requiring the Borrower to maintain a
minimum Subscription Count (as defined in the New Credit Facility).
The negative covenants include restrictions on the ability to,
among other things, incur liens and indebtedness, sell assets, make
dividends or other distributions, enter into transactions with
affiliates, or make loans or investments, in each case, subject to
certain exceptions. The New Credit Facility also includes certain
customary events of default, including, without limitation, payment
defaults, representation or warranty inaccuracies, covenant
violations, cross-defaults to other agreements evidencing
indebtedness for borrowed money, invalidity of certain loan
documents relating to the New Credit Facility, certain judgments,
bankruptcy and insolvency events and the occurrence of events
constituting a change of control. The Borrower will be required to
make mandatory prepayments under certain circumstances, and will
have the option to make prepayments under the New Credit Facility,
in each case subject to certain prepayment premiums. The Lenders
are entitled to accelerate repayment of all or any portion of the
Term Loan then outstanding upon the occurrence, and in certain
instances the continuance, of any events of default under the New
Credit Facility. In connection with the execution of the New
Credit Facility, the Borrower paid customary fees and expenses to
the Agent and the Lenders.
foregoing description of the New Credit Facility does not
purport to be complete and is qualified in its entirety by
reference to the full text of the New Credit Facility, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
of a Material Definitive Agreement.
16, 2020, the Company terminated its Revolving Credit and Guaranty
Agreement, dated as of August 26, 2016, as amended (the “Old Credit
Facility”), by and among the Company, the Borrower, certain
other subsidiaries of the Company party thereto as subsidiary
guarantors, the lenders party thereto, and Morgan Stanley Senior
Funding, Inc. as administrative agent and collateral agent for the
Lenders, and repaid in full, without premium or penalty, all
outstanding indebtedness under the Old Credit Facility, including
all accrued and unpaid interest and fees, which amount totaled
$43.9 million, using the net proceeds of the New Credit Facility
and cash on hand.
2.03 Creation of
a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
||BLUE APRON HOLDINGS,
||General Counsel and