UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 8.01. | Other Events. |
On June 1, 2022, Summer Infant, Inc. (the “Company”) and Summer Infant (USA), Inc., as borrowers, and certain subsidiaries of the Company as guarantors, entered into a letter agreement with Bank of America, N.A. (“Bank of America”) with respect to the Third Amended and Restated Loan and Security Agreement, dated as of October 15, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the Company and Summer Infant (USA), Inc., as borrowers, the guarantors from time to time party thereto, and Bank of America, as agent and lender, pursuant to which the parties agreed that, during the period from May 28, 2022 through July 2, 2022, the maximum percentage of accounts owing from the Amazon Companies that may be included in eligible accounts under the Loan Agreement shall be increased from 45% to 55%, and thereafter will be reduced back to 45%. A copy of the letter agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | Letter Agreement, dated June 1, 2022, among Summer Infant, Inc. and Summer Infant (USA), Inc., as borrowers, the guarantors from time to time party thereto, and Bank of America, N.A., as agent and lender | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| SUMMER INFANT, INC. | ||
| Date: June 6, 2022 | By: | /s/ Bruce Meier |
| Bruce Meier | ||
| Interim Chief Financial Officer | ||
Exhibit 10.1
June 1, 2022
Summer Infant, Inc.
1275 Park East Drive
Woonsocket, RI 02895
| Attn: | Bruce Meier |
Chief Financial Officer
| Re: | Third Amended and Restated Loan and Security Agreement |
Dear Mr. Meier:
Reference is hereby made to the Third Amended and Restated Loan and Security Agreement dated as of October 15, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among Summer Infant, Inc. and Summer Infant (USA), Inc., as “Borrowers” (the “Borrowers”), the guarantors from time to time party thereto (the “Guarantors”, and together with the Borrowers, the “Obligors”), Bank of America, N.A., as the sole lender (the “Lender”), and Bank of America in its capacity as “Agent” for the Lenders from time to time party to Loan Agreement (in such capacity, the “Agent”). Capitalized terms used herein without definition that are defined in the Loan Agreement shall have the meanings ascribed to such terms in the Loan Agreement.
Clause (e) of the definition of “Eligible Account” in the Loan Agreement limits the maximum percentage of Accounts owing from the Amazon Companies to 45% of the aggregate Eligible Accounts. The Borrowers have requested, and the Agent and Lender hereby agree that, during the period from May 28, 2022 through July 2, 2022, the maximum percentage of Accounts owing from the Amazon Companies that may be included as “Eligible Accounts” under the Loan Agreement shall be increased from 45% to 55%; provided that on July 3, 2022, the maximum percentage of Accounts owing from the Amazon Companies that may be included as “Eligible Accounts” under the Loan Agreement shall automatically be reduced back to 45%.
By their acknowledgment below, the Obligors (a) hereby represent, warrant and confirm that (i) all representations and warranties of the Obligors in the Loan Agreement and the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as if made on such date (except to the extent that such representations and warranties expressly relate to or are stated to have been made as of an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date), and (ii) no Default or Event of Default has occurred and is continuing, and (b) hereby ratify and confirm all of the terms and provisions of the Loan Agreement and the other Loan Documents, and agree that all of such terms and provisions remain in full force and effect.
In consideration of the accommodations reflected in this letter agreement, Borrowers shall pay to Agent, for the benefit of itself and Sole Lender, a one-time fee in an amount equal to $5,000 (the “June 2022 Letter Agreement Fee”). Borrowers agree that the June 2022 Letter Agreement Fee shall be fully earned by the Agent and Sole Lender on the date hereof and payable by Borrowers to the Agent and Sole Lender on the date hereof. The June 2022 Letter Agreement Fee is in addition to any other fee set forth in the Loan Documents and shall not be refundable for any reason whatsoever.
Summer Infant, Inc.
June 1, 2022
Page 2
Please confirm your agreement to the foregoing matters by counter-signing a copy of this letter agreement in the space provided therefor below and thereafter returning a fully executed copy hereof to the undersigned at your earliest opportunity.
| Yours etc., | |||
| BANK OF AMERICA, N.A., | |||
| as Agent and Lender | |||
| By | /s/ Cynthia G. Stannard | ||
| Name: | Cynthia G. Stannard | ||
| Title: | Senior Vice President | ||
| BORROWERS: | |||
| SUMMER INFANT, INC. | |||
| By: | /s/ Bruce Meier | ||
| Name: | Bruce Meier | ||
| Title: | Chief Financial Officer | ||
| SUMMER INFANT (USA), INC. | |||
| By: | /s/ Bruce Meier | ||
| Name: | Bruce Meier | ||
| Title: | Chief Financial Officer | ||
| GUARANTORS: | |||
| SUMMER INFANT CANADA, LIMITED | |||
| By: | /s/ Bruce Meier | ||
| Name: | Bruce Meier | ||
| Title: | Chief Financial Officer | ||
| SUMMER INFANT EUROPE LIMITED | |||
| By: | /s/ Bruce Meier | ||
| Name: | Bruce Meier | ||
| Title: | Chief Financial Officer | ||