Item 1.01 Entry
into a Material Definitive Agreement.
On October 16, 2020, Blue Apron Holdings, Inc. (the “Company”)
entered into a Financing Agreement (the “New Credit Facility”) among the Company, Blue Apron, LLC, a wholly-owned subsidiary
of the Company (the “Borrower”), certain other subsidiaries of the Company party thereto as subsidiary guarantors (together
with the Company, the “Guarantors”), the lenders party thereto from time to time (the “Lenders”) and Blue
Torch Finance LLC, as administrative agent and collateral agent for the Lenders (the “Agent”). The New Credit Facility
provides for, among other things, a term loan in the aggregate principal amount of $35.0 million (the “Term Loan”).
The proceeds of the Term Loan were used, together with cash on hand, to repay the Company’s Old Credit Facility (as defined
in Item 1.02 below) and pay fees and expenses in connection with the transactions contemplated by the New Credit Facility.
Subject to the terms of the New Credit Facility, the Term Loan
bears interest at a rate equal to LIBOR (subject to a 1.50% floor) plus 8.00% per annum. The principal amount of the Term Loan
will be repayable in equal quarterly installments of $875,000 through December 31, 2022, with the remaining unpaid principal amount
of the Term Loan repayable on March 31, 2023.
The New Credit Facility provides for a guaranty by the Guarantors
of all of the obligations of the Borrower, including the payment when due of all principal, interest, fees, expense reimbursements,
indemnifications and all other obligations under the New Credit Facility (collectively, the “Obligations”). In connection
with the New Credit Facility, the Borrower and the Guarantors entered into a Security Agreement with the Agent, pursuant to which
they each granted to Agent, for the benefit of the Agent and the Lenders, a first priority security interest in, and lien upon,
substantially all of the assets and properties now owned or hereinafter acquired by the Borrower and the Guarantors to secure the
Obligations.
The
New Credit Facility contains customary representations, warranties, affirmative and negative covenants (including financial covenants),
and indemnification provisions in favor of the Agent and the Lenders. The financial covenants include a minimum liquidity covenant
and a covenant requiring the Borrower to maintain a minimum Subscription Count (as defined in the New Credit Facility). The negative
covenants include restrictions on the ability to, among other things, incur liens and indebtedness, sell assets, make dividends
or other distributions, enter into transactions with affiliates, or make loans or investments, in each case, subject to certain
exceptions. The New Credit Facility also includes certain customary events of default, including, without limitation, payment defaults,
representation or warranty inaccuracies, covenant violations, cross-defaults to other agreements evidencing indebtedness for borrowed
money, invalidity of certain loan documents relating to the New Credit Facility, certain judgments, bankruptcy and insolvency events
and the occurrence of events constituting a change of control. The Borrower will be required to make mandatory prepayments under
certain circumstances, and will have the option to make prepayments under the New Credit Facility, in each case subject to certain
prepayment premiums. The Lenders are entitled to accelerate repayment of all or any portion of the Term Loan then outstanding upon
the occurrence, and in certain instances the continuance, of any events of default under the New Credit Facility. In connection
with the execution of the New Credit Facility, the Borrower paid customary fees and expenses to the Agent and the Lenders.
The
foregoing description of the New Credit Facility does not purport to be complete and is qualified in its entirety by reference
to the full text of the New Credit Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item
1.02 Termination of a Material Definitive Agreement.
On
October 16, 2020, the Company terminated its Revolving Credit and Guaranty Agreement, dated as of August 26, 2016, as amended (the
“Old Credit Facility”), by and among the Company, the Borrower, certain other subsidiaries of the Company party
thereto as subsidiary guarantors, the lenders party thereto, and Morgan Stanley Senior Funding, Inc. as administrative agent and
collateral agent for the Lenders, and repaid in full, without premium or penalty, all outstanding indebtedness under the Old Credit
Facility, including all accrued and unpaid interest and fees, which amount totaled $43.9 million, using the net proceeds of the
New Credit Facility and cash on hand.