Item 1.01
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Entry into a Material Definitive Agreement.
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On March 18, 2021,
Danimer Scientific Holdings, LLC, a Delaware limited liability company (“DSH”), Meredian Bioplastics, Inc., a Georgia
corporation (“MBI”), Meredian, Inc., a Georgia corporation (“Meredian”), Danimer Scientific, L.L.C., a
Georgia limited liability company (“DSLLC”), Danimer Bioplastics, Inc., a Georgia corporation (“DBI”),
Danimer Scientific Kentucky, Inc., a Delaware corporation (“DSK”), each an indirect wholly-owned subsidiary of Danimer
Scientific, Inc., a Delaware corporation (the “Company”), entered into Amendment No. Three to Loan and Security Agreement
and Consent (the “Amendment No. Three”) to that certain Loan and Security Agreement, dated as of March 13, 2019 (as
amended by Amendment No. One to Loan and Security Agreement dated as of October 2, 2020 (the “Amendment No. One”) and
Amendment No. Two to Loan and Security Agreement and Consent dated as of December 22, 2020 (the “Amendment No. Two”)
and as amended, modified, supplemented, renewed or extended from time to time the “Loan Agreement”), among DSH and
MBI, as borrowers (each a “Borrower” and collectively, the “Borrowers”), Meredian, DSLLC, DBI and DSK,
as guarantors (each a “Guarantor” and collectively, the “Guarantors”, and collectively with the Borrowers,
the “Loan Parties”), the lenders party thereto from time to time (the “Lenders”), and Southeast Community
Development Fund X, L.L.C., as administrative agent for the Lenders (the “Administrative Agent”). Amendment No. Two
contained modifications to the Loan Agreement that were not material to the Loan Parties or the Company, but is included as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference for completeness.
Amendment No. Three,
among other things (i) changed the interest rate on the loans under the Loan Agreement from base rate to LIBOR and lowered the
applicable margin to 2.00% from 2.75%, (ii) restricts the Borrowers’ ability to voluntarily prepay the loans under the Loan
Agreement until after July 1, 2022; (iii) removed the requirement that Borrowers prepay the loans under the Loan Agreement in an
amount equal to the amount of an equity cure contribution, (iv) made the financial covenants of consolidated adjusted EBITDA, consolidated
fixed charge coverage ratio and consolidated leverage ratio springing covenants that will not be tested as long as DSH has $10,000,000
in “qualified cash”, which is unrestricted, unreserved cash and cash equivalents held in deposit accounts with financial
institutions in the United States that are subject to control agreements granting to Administrative Agent perfected liens and security
interests therein, subject to certain exceptions, (v) increased the capital expenditure covenant maximum amount to $7,500,000 from
$5,500,000 for the fiscal year ending December 31, 2021 and made the equity cure right applicable to the capital expenditure covenant,
and (vi) removed certain restrictions on the equity cure right. As a condition to the effectiveness of Amendment No. Three, among
other things, Meredian Holdings Group, Inc., a Delaware corporation (“MHG”), a wholly-owned subsidiary of the Company
and the sole member of DSH, delivered to the Administrative Agent, for the benefit of the Administrative Agent and each Lender,
a Ratification by Guarantor (the “Ratification”), pursuant to which it acknowledged the entry into by the Loan Parties
of Amendment No. Three and each other amendment and modification of the Loan Agreement, ratified it obligations under its guaranty
and pledge agreements, and confirmed that the Administrative Agent has a first-priority perfected security interest in all the
limited liability company interests owned by MHG in DSH.
The foregoing summaries
of Amendment No. Three and the Ratification do not purport to be complete and are subject to and qualified in their entirety by
the full text of Amendment No. Three, which is included as Exhibit 10.2 to this Current Report on Form 8-K, and the Ratification,
which is included as Exhibit 10.3 to this Current Report on Form 8-K, and each of which are incorporated herein by reference.