Warby Parker Reports Material Agreement Changes & New Financial Obligation

TL;DR

**Warby Parker just shook up its agreements and took on new debt, watch for details!**

AI Summary

Warby Parker Inc. filed an 8-K on February 23, 2024, reporting an event that occurred on February 21, 2024. The filing indicates the entry into and termination of a material definitive agreement, as well as the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. The company, incorporated in Delaware with IRS Employer Identification No. 80-0423634, operates in the ophthalmic goods industry.

Why It Matters

This filing signals significant changes in Warby Parker's contractual obligations and financial structure, which could impact its operational flexibility and future financial performance.

Risk Assessment

Risk Level: medium — The entry into and termination of material agreements, coupled with new financial obligations, introduces uncertainty regarding the company's strategic direction and financial health.

Key Numbers

• 001-40825 — Commission File Number (SEC identification for the company)
• 80-0423634 — IRS Employer Identification No. (Tax identification for the company)

Key Players & Entities

• Warby Parker Inc. (company) — Registrant
• Delaware (company) — State of Incorporation
• February 21, 2024 (date) — Date of earliest event reported
• February 23, 2024 (date) — Filing date
• 80-0423634 (dollar_amount) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — ich registered Class A Common Stock, $0.0001 par value WRBY New York Stock Excha
• $120,000,000 — facility with borrowing capacity up to $120,000,000 at any time outstanding. The Credit Agr
• $55,000,000 — can expand their borrowing capacity by $55,000,000 for maximum borrowings of $175,000,000,
• $175,000,000 — y $55,000,000 for maximum borrowings of $175,000,000, subject to certain conditions. The Cre
• $30 m — ch only applies while borrowings exceed $30 million, and requires the Borrowers to ma
• $4.3 million — cash collateralize letters of credit of $4.3 million (the "Letters of Credit") originally is

Filing Documents

• tm247075d1_8k.htm (8-K) — 33KB
• 0001104659-24-027029.txt ( ) — 203KB
• wrby-20240221.xsd (EX-101.SCH) — 3KB
• wrby-20240221_lab.xml (EX-101.LAB) — 33KB
• wrby-20240221_pre.xml (EX-101.PRE) — 22KB
• tm247075d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 21, 2024, Warby Parker Inc. (the "Company"), a Delaware public benefit corporation, and Warby Parker Retail, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together, the "Borrowers"), entered into a Credit Agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., Citibank, N.A., the other lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the "Agent"). The Credit Agreement provides for a revolving credit facility with borrowing capacity up to $120,000,000 at any time outstanding. The Credit Agreement also contains an uncommitted accordion feature pursuant to which the Borrowers can expand their borrowing capacity by $55,000,000 for maximum borrowings of $175,000,000, subject to certain conditions. The Credit Agreement matures on February 21, 2029 (the "Maturity Date"), and the Borrowers may borrow, repay and reborrow amounts under the revolving credit facility until the Maturity Date. At closing, there were no borrowings under the Credit Agreement. Proceeds of the borrowings under the Credit Agreement are intended to be used for working capital and other general corporate purposes in the ordinary course of business. Borrowings under the Credit Agreement are secured and will bear interest at a rate equal to, at the Borrowers' option, either (a) the greater of the prime rate (as defined in the Credit Agreement) or 2.5%, plus an applicable margin of 0.65% to 0.90% or (b) adjusted SOFR (as defined in the Credit Agreement), plus an applicable margin of 1.65% to 1.90%. The applicable margin shall be determined based on the Borrowers' consolidated senior net leverage ratio. The Borrowers are also obligated to pay other customary fees for a credit facility of this size and type, including an unused commitment fee of 0.20% to 0.25% per annum, depending on the Borrowers' consolidated senior net leverage ratio, and fees associat

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On February 21, 2024, in connection with entry into the Credit Agreement described in Item 1.01, the Borrowers terminated their prior Credit Agreement, dated September 30, 2022 (as amended, the "Prior Credit Agreement"), with the lenders from time-to-time party thereto and Comerica Bank, as Administrative Agent, Sole Lead Arranger and Sole Bookrunner. Upon the termination of the Prior Credit Agreement, the Company was required to cash collateralize letters of credit of $4.3 million (the "Letters of Credit") originally issued under the Prior Credit Agreement. Other than the Letters of Credit, there were no outstanding borrowings under the Prior Credit Agreement. A copy of the Prior Credit Agreement was filed as Exhibit 10.1 to the Company's Form 8-K filed on October 4, 2022, a copy of the First Amendment to the Prior Credit Agreement was filed as Exhibit 10.1 to the Company's Form 10-Q filed on May 9, 2023, and a copy of the Second Amendment to the Prior Credit Agreement was filed as Exhibit 10.1 to the Company's Form 10-Q filed on August 9, 2023.

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated into this

03 by reference

Item 2.03 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL)

SIGNATURES

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. WARBY PARKER INC. Dated: February 23, 2024 By: /s/ Steve Miller Steve Miller Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR