Warby Parker Inc. (Form: 8-K, Received: 02/23/2024 16:14:53)
Summary
On February 21, 2024, Warby Parker Inc. (the Company), a Delaware public benefit corporation, and Warby Parker Retail, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together, the Borrowers), entered into a Credit Agreement (the Credit Agreement) with JPMorgan Chase Bank, N.A., Citibank, N.A., the other lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the Agent).The Credit Agreement provides for a revolving credit facility with borrowing capacity up to $120,000,000 at any time outstanding. Borrowings under the Credit Agreement are secured and will bear interest at a rate equal to, at the Borrowers option, either (a) the greater of the prime rate (as defined in the Credit Agreement) or 2.5%, plus an applicable margin of 0.65% to 0.90% or (b) adjusted SOFR (as defined in the Credit Agreement), plus an applicable margin of 1.65% to 1.90%. The applicable margin shall be determined based on the Borrowers consolidated senior net leverage ratio. In addition, the obligations are required to be guaranteed in the future by certain additional domestic subsidiaries of the Company.The Credit Agreement contains a financial maintenance covenant, which only applies while borrowings exceed $30 million, and requires the Borrowers to maintain a maximum consolidated senior net leverage ratio of 3.00:1.00, which will be tested on the last day of each fiscal quarter.In addition, the Credit Agreement contains customary affirmative and negative covenants for a transaction of this type, including covenants that limit indebtedness, liens, capital expenditures, asset sales, investments and restricted payments, in each case subject to negotiated exceptions and baskets. The Credit Agreement also contains representations, warranties and event of default provisions customary for a transaction of this type.The foregoing is a summary description of certain terms of the Credit Agreement and does not purport to be complete, and it is subject to and qualified in its entirety by reference to the full text of the Credit Agreement, which will be filed as an exhibit to the Companys Annual Report on Form 10-K for the year ended December 31, 2023.