UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 30, 2024, Evergreen Acqco GP LLC, S-Evergreen Holding Corp., Evergreen AcqCo 1 LP (the “US Borrower”), Value Village Canada Inc. (the “Canadian Borrower” and, together with the US Borrower, the “Borrowers”), each a subsidiary of Savers Value Village, Inc., and certain of their subsidiaries entered into an amendment (the “Third Amendment”) to the Borrowers’ Credit Agreement, dated as of April 26, 2021 (as amended from time to time, including by that certain First Amendment, dated as of November 8, 2021, and that certain Second Amendment, dated as of November 23, 2022, the “Existing Credit Agreement”, the Existing Credit Agreement as amended by the Third Amendment, the “Credit Agreement”), among the Borrowers, S-Evergreen Holding Corp., Evergreen Acqco GP LLC, the lenders party thereto, the subsidiary guarantors party thereto and KKR Loan Administration Services LLC, as administrative agent and collateral agent.
Among other things, the Third Amendment (i) removes the credit spread adjustment with respect to term loan borrowings in Term SOFR (as defined in the Credit Agreement), (ii) reduces the Applicable Rate (as defined in the Credit Agreement) on the Borrowers’ existing term loans to 4.00% for Term SOFR borrowings and 3.00% for Base Rate (as defined in the Credit Agreement) borrowings, (iii) revises the leverage-based pricing grid applicable to term loan borrowings and (iv) provides for a 0.25% reduction of the Applicable Rate applicable to term loan borrowings if the Borrowers achieves certain public corporate family ratings.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment.
| 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 in Item 1.01 is incorporated into this Item 2.03 by reference.
SIGNATURES
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.
Date: January 30, 2024
SAVERS VALUE VILLAGE, INC. |
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| By: | /s/ Jay Stasz | |||
| Name: | Jay Stasz |
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| Title: | Chief Financial Officer and Treasurer |
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