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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 21, 2024
Warby Parker Inc.
(Exact name of Registrant as Specified in Its
Charter)
Delaware
(State or Other Jurisdiction
of Incorporation) |
001-40825
(Commission
File Number) |
80-0423634
(IRS Employer
Identification No.) |
233 Spring Street, 6th Floor East
New York, New York
|
10013
|
(Address of Principal Executive Offices) |
(Zip Code) |
(646) 847-7215
(Registrant's Telephone Number, Including
Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instructions A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Class A Common Stock, $0.0001 par value |
|
WRBY |
|
New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (P30.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
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. The Credit
Agreement also contains an uncommitted accordion feature pursuant to which the Borrowers can expand their borrowing capacity by $55,000,000
for maximum borrowings of $175,000,000, subject to certain conditions. The Credit Agreement matures on February 21, 2029 (the “Maturity
Date”), and the Borrowers may borrow, repay and reborrow amounts under the revolving credit
facility until the Maturity Date. At closing, there were no borrowings under the Credit Agreement.
Proceeds of the borrowings under the Credit Agreement are intended
to be used for working capital and other general corporate purposes in the ordinary course of business. 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. The Borrowers are also obligated to pay other customary fees for a credit facility of this size and type, including
an unused commitment fee of 0.20% to 0.25% per annum, depending on the Borrowers’ consolidated senior net leverage ratio, and fees
associated with letters of credit. In connection with the Credit Agreement, the Borrowers also paid the lenders certain upfront fees.
The obligations of the Borrowers under the Credit Agreement are secured
by first-lien security interests in substantially all of the assets of the Borrowers. 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 Company’s Annual Report on Form 10-K for the year ended December 31,
2023.
Item 1.02 Termination of a Material Definitive Agreement.
On
February 21, 2024, in connection with entry into the Credit Agreement described in Item 1.01, the Borrowers terminated their prior
Credit Agreement, dated September 30, 2022 (as amended, the “Prior Credit Agreement”), with the lenders from time-to-time
party thereto and Comerica Bank, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner. Upon the termination of the Prior Credit
Agreement, the Company was required to cash collateralize letters of credit of $4.3 million (the “Letters of Credit”)
originally issued under the Prior Credit Agreement. Other than the Letters of Credit, there were
no outstanding borrowings under the Prior Credit Agreement.
A copy of the Prior Credit Agreement
was filed as Exhibit 10.1 to the Company’s Form 8-K filed on October 4, 2022, a copy of the First Amendment to the
Prior Credit Agreement was filed as Exhibit 10.1 to the Company's Form 10-Q filed on May 9, 2023, and a copy of the Second
Amendment to the Prior Credit Agreement was filed as Exhibit 10.1 to the Company's Form 10-Q filed on August 9, 2023.
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 under Item 1.01 is incorporated into this
Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
|
Description |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL) |
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.
|
WARBY PARKER INC. |
|
|
Dated: February 23, 2024 |
By: |
/s/ Steve Miller |
|
|
Steve Miller |
|
|
Chief Financial Officer |
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