8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 21, 2017

FRESHPET, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-36729	20-1884894
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
400 Plaza Drive, 1st Floor Secaucus, NJ		07094
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (201) 520-4000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01. Entry into a Material Definitive Agreement.

On September 21, 2017, Freshpet, Inc. (the “Company”) entered into the Third Amended and Restated Loan and Security Agreement, by and among the Company, City National Bank, a national banking association, as the arranger and administrative agent, and the lenders party thereto (the “New Loan Agreement”), which amends and restates in full the Second Amended and Restated Loan and Security Agreement, dated as of November 13, 2014 (as amended, supplemented or otherwise modified, the “Existing Loan Agreement”). The New Loan Agreement provides for a $30 million revolver (the “New Revolver”), as well as the ability to increase the New Revolver by an additional $10 million. At closing, the Company had total borrowings of $5.5 million under the New Revolver, providing the Company with $24.5 million of availability. The term loan under the Existing Loan Agreement, which had $7.5 million outstanding, was repaid with proceeds from the New Revolver and cash on hand.

The New Revolver matures in September 2020 and borrowings thereunder will bear interest at variable rates depending on the Company’s election, either at a base rate or at the London Interbank Offered Rate (“LIBOR”), in each case, plus an applicable margin. Subject to the Company’s leverage ratio, the applicable margin will vary between 0.75% and 1.25% for base rate loans and 1.75% and 2.25% for LIBOR loans. In addition, the Company will be required to pay customary fees and expenses in connection with the New Loan Agreement.

The New Loan Agreement is secured by substantially all of the Company’s and certain of its subsidiaries’ assets. The New Loan Agreement requires compliance with various covenants customary for for facilities of this type, including financial covenants and negative covenants that limit, among other things, the Company’s ability to incur additional debt and pay dividends. The New Loan Agreement also includes events of default customary for facilities of this type.

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 in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On September 21, 2017, the Company issued a press release regarding the New Loan Agreement, a copy of which is included herewith as Exhibit 99.1.

The information furnished pursuant to Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release

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.

Date: September 21, 2017	FRESHPET, INC.
	/s/ Richard Kassar
	Richard Kassar Chief Financial Officer

EX-99.1

Exhibit 99.1

Freshpet, Inc.Amends Credit Facility

SECAUCUS, N.J. – September 21, 2017 – Freshpet, Inc. (NASDAQ: FRPT) (“Freshpet” or the “Company”) today announced the closing of an amended creditfacility that will replace its primarily term-based existing facility of $30 million and $10 million revolver with a straight $30 million revolver and the ability to increase the revolver by an additional $10 million. The new revolver will mature inSeptember2020.

Billy Cyr, Chief Executive Officer, stated “The lower rates and fees along with the increased flexibility of this amended facility is another tool to advance our “Feed the Growth” strategy.”

At closing, the Company had total borrowings of $5.5 million under the new $30 million revolver, providing the Company with $24.5 million of availability. The Company expects to fund its business through cash provided by operations for the remainder of 2017, while continuing to reduce the facility usage. The existing facility, which had $7.5 million outstanding, was repaid with proceeds from the new revolver and cash on hand. The new revolver will bear interest at variable rates depending on the Company’s election, either at a base rate or at LIBOR, in each case, plus an applicable margin. Subject to the Company’s leverage ratio, the applicable margin will vary between 0.75% and 1.25% for base rate loans and 1.75% and 2.25% for LIBOR loans.

About Freshpet

Freshpet has a single-minded mission – to improve the lives of dogs and cats everywhere through the power of fresh, natural food. Packed with vitamins and proteins, our foods offer fresh meats, poultry, and vegetables farmed locally. At our Freshpet Kitchens, we thoughtfully prepare these natural ingredients and everyday essentials, cooking them in small batches at lower temperatures to preserve key nutrients. That way, your pet gets the best. Freshpet refrigerated foods and treats are kept cool from the moment they are made until they arrive at Freshpet Fridges in your local market.

Our foods are available in select mass, grocery, natural food, club, and pet specialty retailers across the United States, Canada and are currently testing in the United Kingdom. From the care we take to source our ingredients and make our food, to the moment it reaches your home, our integrity, transparency are the way we like to run our business. To learn more, visit www.freshpet.com.

Connect with Freshpet

https://www.facebook.com/Freshpet

https://twitter.com/Freshpet

http://instagram.com/Freshpet

http://pinterest.com/Freshpet

https://plus.google.com/+Freshpet

https://en.wikipedia.org/wiki/Freshpet

https://www.youtube.com/user/freshpet400

Investor Contact
Katie Turner

646-277-1228

katie.turner@icrinc.com

Media Contact
Michael Fox

203-682-8218

Michael.fox@icrinc.com

Forward-Looking Statements

Exhibit 99.1

This press release contains forward-looking statements that involve risks and uncertainties. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. Such forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "could," "estimate," "should," "anticipate," or "believe," or variations thereof or similar terminology. While the Company believes that its assumptions reflected in such forward-looking statements are reasonable, there can be no assurance that actual results will not differ materially from management’s expectations reflected in such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the general strength of the economy and other economic conditions affecting consumer preferences and spending; factors affecting the disposable income available to the Company's current and potential customers; changes in the unemployment rate; difficulties encountered in improving the financial and operational performance of the Company's business segments; failure to manage the Company's store labor and other store expenses; the Company’s ability to develop and successfully execute strategic initiatives; disruptions to the Company’s supply or finished goods; as well as the other risks described in the Company’s most recent Annual Report on Form 10-K and its other filings with the SEC.