UTZ BRANDS, INC. : Entering into a Material Definitive Agreement, Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Filer, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

The description of the Loan Agreement (as defined below) provided in Section 2.03 of this Current Report on Form 8-K is incorporated into this Section 1.01 by reference. A copy of the Loan Agreement is filed as Schedule 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On October 12, 2022, Utz Quality Foods, LLC (“UQF”), Kennedy Strives, LLC
(“Kennedy”), Condor Snack Foods, LLC (together with UQF and Kennedy, the “Borrowers”), each a subsidiary of Utz Brands, Inc. (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with National City Bank, as administrative agent, and each lender therefrom from time to time (the “Lenders”). Pursuant to the terms of the loan agreement, the lenders loaned the borrowers an initial aggregate principal amount equal to eighty-eight million one hundred and forty thousand dollars ($88,140,000) (the “Loan”), representing net proceeds of approximately $85 million after transaction fees and expenses. The loan has a term of ten (10) years and is amortized approximately $3.5 million in principal annually, with a bullet repayment at maturity. The obligations under the Loan Agreement are secured by a portfolio of seventeen (17) real estate assets held by the Borrowers, representing the majority of the Borrowers’ real estate assets, including manufacturing plants, warehouses and offices; these assets were previously unencumbered.

Concurrently with the closing of the Loan, UQF entered into an interest rate swap transaction to fix the effective interest rate at approximately 6%.

The loan contains a single financial safeguard covenant consisting of a fixed charge coverage ratio which is tested quarterly only during a covenant trigger period in accordance with the existing ABL credit agreement, dated November 21, 2017 (as amended, updated, amended and updated, supplemented or otherwise modified), between the UQF, the other affiliates of the UQF which are parties thereto, the lenders and the issuers of letters of credit which went there and Bank of America, North America., as administrative agent and guarantee agent.

The above descriptions of the Loan Agreement and the Loan are not complete and are qualified in their entirety by reference to the full text of the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this article. 2.03 by reference.

Section 7.01 Disclosure of FD Rules.

On October 12, 2022, the Company issued a press release announcing the borrowings under the Loan Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference into this Section 7.01. The information and exhibits contained in this Section 7.01 are furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, nor shall they be incorporated by reference in any filing under securities law, except as expressly provided. indicated by specific reference in such deposit.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits
       Exhibit No.                                      Description
          10.1*             Loan Agreement dated as of October 12, 2022 by and among Utz Quality
                          Foods, LLC, Kennedy Endeavors, LLC, Condor Snack Foods, LLC, the Lenders
                          from time to time party thereto and City National Bank, a national
                          banking association, as administrative agent.
          99.1              Press Release, dated October 12, 2022
           104            Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).


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*Certain exhibits have been omitted pursuant to Rule SK 601(a)(5) and will be provided to the US Securities and Exchange Commission on demand.

A list of exhibits omitted from the loan agreement is as follows: Exhibit A Initial loan disbursement schedule

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