Item 1.01 Entry into a Material Definitive Agreement
On November 21, 2024, Grove Collaborative Holdings, Inc., a Delaware public benefit corporation ("Holdings"), and Grove Collaborative, Inc., a Delaware public benefit corporation ("Grove"), in their capacity as borrowers (Holdings and Grove, collectively, the "Borrowers") under that certain Loan and Security Agreement, dated as of March 10, 2023 (as amended by that certain Amendment No. 1 to Loan and Security Agreement, dated as of July 16, 2024, the "ABL Loan Agreement"), by and among the Borrowers and Siena Lending Group LLC, a Delaware limited liability company, as lender (in such capacity, the "ABL Lender"), entered into that certain Amendment No. 2 to Loan and Security Agreement, dated as of November 21, 2024 (the "Amendment"), by and among the ABL Lender and the Borrowers, which amends the ABL Loan Agreement to, among other things, (i) reduce the liquidity and excess availability thresholds for triggering a cash dominion event and additional appraisal requirements, (ii) reduce the liquidity threshold for the availability block, (iii) cause the maturity date to no longer be coterminous with the Term Loan Agreement (as defined below), (iv) reduce the liquidity and excess availability requirements for permitted acquisitions and earnout and deferred compensation payments, (v) revise the financial covenant to reduce the minimum liquidity requirement thereunder and to remove the step up in required liquidity previously triggered by certain events relating to the Term Loan Agreement (as defined below) and (vi) update the reporting requirements under the ABL Loan Agreement.
The foregoing description of the Amendment is subject to and qualified in its entirety by reference to the full text of the Amendment, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.