WEBR Weber Inc

Item 1.01. Entry into a Material Agreement.

On December 27, 2022, Weber-Stephen Products LLC, a Delaware limited liability company (“Weber-Stephen”), a subsidiary of Weber Inc., a Delaware corporation, entered into an amendment (the “Amendment”) to that certain Credit Agreement dated as of October 30, 2020 (as previously amended and as further amended pursuant to the Amendment, the “Credit Agreement”) by and among Weber-Stephen, as borrower, Weber-Stephen Products Belgium BV, as euro borrower, the lenders party thereto and Bank of America, N.A. as an issuing bank, as swingline lender and as administrative agent (the “Administrative Agent”).

Pursuant to the Amendment, the maximum net first lien leverage ratio covenant of 7.00:1.00 (the “Financial Covenant”) is waived for the fiscal quarters ending December 31, 2022, and March 31, 2023, in each case, on the terms set forth below (the “Waiver”).

The Waiver shall be automatically terminated upon the occurrence of any Covenant Waiver Termination Event (as defined in the Credit Agreement to include, among other events, if the Take-Private Transaction (as defined in the Credit Agreement) does not occur within a certain period). If the Waiver is terminated, Weber-Stephen must test the Financial Covenant for the most recently ended fiscal quarter (the “Testing Quarter”) for which financial statements have been delivered to the Administrative Agent, subject to its right to exercise an equity cure as set forth in the Credit Agreement.

If the Waiver is terminated and Weber-Stephen is not in compliance with the Financial Covenant for the Testing Quarter, in addition to other rights and remedies of the Revolving Facility Lenders (as defined in the Credit Agreement) provided for under the Credit Agreement, Weber-Stephen must pay the Revolving Facility Lenders a fee (the “Contingent Fee”) in an amount equal to 3.0% per annum in respect of any outstanding loans under the Revolving Facility (as defined in the Credit Agreement). The Contingent Fee will continue to be payable until Weber-Stephen is in compliance with the Financial Covenant for any two consecutive fiscal quarter period ending on or after September 30, 2023, at which time the Contingent Fee will terminate permanently.

From and after the earlier of (a) April 30, 2023 and (b) the date on which the Specified Equity Contribution (as defined in the Credit Agreement) is made, Weber-Stephen may not incur any further borrowings under the Revolving Facility if after giving effect to any such borrowing, the obligations outstanding under the Revolving Facility would exceed (x) $250 million or (y) if a Shareholder Loan Agreement Cure (as defined in the Credit Agreement) has occurred, $200 million (the “Revolver Draw Limitation”). The Revolver Draw Limitation shall terminate upon the earlier of (x) one year following the consummation of the Take-Private Transaction and (y) the date on which Weber-Stephen demonstrates compliance with the Financial Covenant for any fiscal quarter ending on or after June 30, 2023.

Each lender under the Revolving Facility that consents to the Amendment will receive an amendment fee in an amount equal to 0.25% of the Revolving Facility Commitments (as defined in the Credit Agreement) held by such lender as of the date of the Amendment.

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.