Umami Sustainable Seafood and Baja Aqua Farms Enter into a $64 Million Credit Facility
June 26 2013 - 11:32PM
Business Wire
On June 26, 2013, Umami Sustainable Seafood, Inc. (“Umami”) and
Baja Aqua Farms S.A. de C.V. (“Baja”), a subsidiary of Umami,
entered into an amended credit agreement (the “Amended Credit
Facility”), dated as of that date, with AMERRA Capital Management,
LLC (“AMERRA”) as administrative agent and the lenders party
thereto.
The Amended Credit Facility amends the credit agreement dated as
of August 26, 2011, as previously amended, among Umami, Baja, the
lenders party thereto and AMERRA as administrative agent (as
previously amended, the “Original Credit Facility”), that provided
for a $39.0 million secured revolving credit facility. The Original
Credit Facility, which was structured in two tranches scheduled to
expire on December 31, 2012 and March 31, 2013, was superseded with
the execution of the Amended Credit Facility.
The Amended Credit Facility provides a credit line of up to
$64.0 million. Commitments under the Amended Credit Facility will
mature on March 31, 2014, which may be extended by mutual
agreement.
The lenders under the Amended Credit Facility will be secured
with a blanket lien, first priority security interest on
substantially all of Baja’s assets, as well as a pledge on 100% of
the shares in Baja, all of which were held directly or indirectly
by Umami at execution of the Amended Credit Facility. Umami is a
corporate guarantor under the Amended Credit Facility. AMERRA has
also been granted the right to appoint one director to Baja’s board
of directors, which it can fill at its discretion. As of the date
hereof, AMERRA has not filled the seat.
Baja is the borrower under the Amended Credit Facility. Baja
expects to have initial borrowings outstanding of approximately
$43.3 million under the Amended Credit Facility. The Amended Credit
Facility provides for new pricing terms that increase the
applicable margin on the loans. The applicable interest rate is
LIBOR plus 950 basis points and the applicable commitment fee on
undrawn funds is 100 basis points. Interest is payable monthly in
arrears. Baja paid upfront fees or original issue discount equal to
3.0% of the Amended Credit Facility. The Amended Credit Facility
provides AMERRA with a grant of equity equal to 6.25% of the
pre-grant outstanding equity at Baja.
The terms under which amounts outstanding under the Amended
Credit Facility may be accelerated did not materially change.
“This credit facility is an important agreement for Umami and
Baja and it improves our liquidity position,” said Timothy
Fitzpatrick, Umami’s chief financial officer.
Umami Sustainable Seafood, Inc.Tim Fitzpatrick, 619-544-9177
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