SITEONE LANDSCAPE SUPPLY, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

SiteOne Landscape Supply, Inc. (the “Company”) announced that certain of its subsidiaries have entered into the Seventh Amendment to the Credit Agreement, dated July 22, 2022 (the “Seventh Amendment”), by and among SiteOne Landscape Supply Holding, LLC (“Detention”) and SiteOne Landscape Supply, LLCas borrowers (collectively, the “Borrowers”), JPMorgan Chase Bank, North America. (the “New Agent”), as administrative agent and guarantee agent, the various banks and other financial institutions which are parties thereto and certain other parties which are parties thereto from time to time. The Seventh Amendment amends and restates the Agreement of Credit, dated December 23, 2013between Borrowers, lenders and other financial institutions which are sometimes parties thereto and UBS AG, Stamford branch (the “Existing Agent”) as administrative agent and collateral agent (as amended before July 22, 2022the “Existing Credit Agreement” and, as amended and restated pursuant to the Seventh Amendment, the “Amended and Restated Credit Agreement”) to, among other things, (i) increase the aggregate principal amount of the Commitments under the existing Credit Agreement at $600 million, (ii) extend the scheduled final maturity of the revolving credit facility under the existing credit agreement, (iii) establish an alternative interest rate to the LIBOR rate under the existing credit agreement, ( iv) replace the existing agent as administrative agent and guarantee agent with the new agent and (v) make any other modifications to the existing credit agreement, as agreed between the borrowers and the lenders. The proceeds of the initial borrowings under the amended and restated credit agreement at the closing date were used, among other things, (i) to repay in full the outstanding loans under the immediately existing credit agreement before the Seventh Amendment becomes effective, (ii) to pay fees and expenses related to the Seventh Amendment and Amended and Restated Credit Agreement and (iii) for working capital and other general purposes of the company.

Loans under the Amended and Restated Credit Agreement will bear interest, at Holding’s option, either (i) at an Adjusted Forward SOFR Rate equal to Forward SOFR plus 0.10% (subject to a floor of 0.00%) plus an applicable margin of 1.25% or 1.50% or (ii) another base rate plus an applicable margin of 0.25% or 0.50%, in each case depending of the Average Daily Excess Availability under the Amended and Restated Credit Agreement, and in each case subject to a reduction of 0.125% where the Total Consolidated Leverage Ratio (as defined in the Credit Agreement modified and updated) is less than 1.50:1.00. In addition, undrawn commitments under the Amended and Restated Credit Agreement are subject to a commitment fee of 0.20% or 0.25%, depending on the average daily undrawn portion of the Commitments under the Amended and Restated Credit Agreement. Loans under the Amended and Restated Credit Agreement will mature and covenants under the Amended and Restated Credit Agreement will terminate, July 22, 2027.

The foregoing summary is qualified in its entirety by reference to the text of the Seventh Amendment and Amended and Restated Credit Agreement, which are filed as Schedule 10.1 hereto and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant



The information contained in Section 1.01 regarding the Company’s direct financial obligations under the Amended and Restated Credit Agreement is incorporated herein by reference.

Item 9.01 Financial statements and supporting documents.

          (d) Exhibits




Exhibit No.                             Description
   10.1         Seventh Amendment to Credit Agreement, dated as of July 22, 2022,
              by and among SiteOne Landscape Supply Holding, LLC, SiteOne Landscape
              Supply, LLC, JPMorgan Chase Bank, N.A., as administrative agent and
              collateral agent, and the several banks and other financial
              institutions party thereto.
    104       Cover Page Interactive Data File (formatted as Inline XBRL and
              contained in Exhibit 101)

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