6-K 1 d323286d6k.htm 6-K 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2022

Commission File Number: 001-38655

 

 

Farfetch Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

The Bower

211 Old Street

London EC1V 9NR

United Kingdom

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒                Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 

On October 20, 2022 (the “Closing Date”), Farfetch US Holdings, Inc. (the “Company” or the “Borrower”), a Delaware corporation and wholly-owned indirect subsidiary of Farfetch Limited, entered into a Credit Agreement with Farfetch Holdings plc (the “Parent”), JPMorgan Chase Bank, N.A., as administrative agent, Wilmington Trust, National Association, as collateral agent, J.P. Morgan Securities LLC, as the lead arranger and sole physical bookrunner, and certain banks and financial institutions party thereto as lenders and issuing banks (the “Credit Agreement”).

The Credit Agreement provides for a $400.0 million term loan facility (the “Term Loan”) which was issued with a 6.50% original issue discount and will be due and payable on October 20, 2027 (the “Maturity Date”) (unless payable earlier in accordance with the terms of the Credit Agreement). The Term Loan amortizes in quarterly installments of 0.25%, payable on the last Business Day (as defined in the Credit Agreement) of each fiscal quarter and on the Maturity Date, beginning with the fiscal quarter ending on March 31, 2023.

The Term Loan bears interest at a rate equal to, at the Company’s option, either the Base Rate (as defined in the Credit Agreement) plus 5.25% per annum or Term SOFR (as defined in the Credit Agreement) plus 6.25% per annum. A Term Loan borrowed in Base Rate is subject to a 0% floor and a Term Loan borrowed in Term SOFR is subject to a 0.50% floor. The Company has initially elected to make quarterly interest payments at a rate equal to the Term SOFR plus 6.25% per annum.

The Credit Agreement contains customary affirmative covenants as well as customary covenants that restrict the ability of (i) the Company and (ii) the other entities within the Company’s group to, among other things, incur additional indebtedness, sell certain assets, guarantee obligations of third parties, declare dividends or make certain distributions, and undergo a merger or consolidation, or certain other transactions. The Credit Agreement also contains certain customary events of default.

The obligations under the Credit Agreement with respect to the Term Loan are secured by specified assets of the Farfetch Limited group, including a substantial portion of the assets of the Parent and certain subsidiaries of the Parent, with exceptions set forth in the Credit Agreement. The obligations are also required to be guaranteed by certain material subsidiaries of the Borrower, along with two of its parent entities, the Parent and Farfetch.com Limited.

The foregoing summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the terms of the Credit Agreement, a copy of which is furnished as Exhibit 4.1 hereto and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

    Farfetch Limited
Date: October 20, 2022     By:  

/s/ José Neves

      José Neves
      Chief Executive Officer