Item 1.01 Entry into a Material Agreement
Settlement Agreement
On March 6, 2023, Altitude International Holdings, Inc. (the "Company"),
Altitude Hospitality, LLC and Trident Water, LLC, together with the Company's
wholly owned subsidiaries (collectively referred to as the "Loan Parties")
entered into a Settlement Agreement (the "Settlement Agreement") with FVP
Servicing, LLC ("FVP"), the administrative agent for certain lenders, and
certain lenders (the "Lenders"). The Settlement Agreement relates to events of
default by the Company under that certain Amended and Restated Loan Agreement
(the "September Loan Agreement") executed on September 2, 2022 with FVP and the
Lenders.
Under the terms of the Settlement Agreement, the Company agreed to assign 100%
of the membership interests of Altitude Hospitality, LLC to FVP's designee.
In consideration for the assignment of the membership interests of Altitude
Hospitality, LLC, the existing debt owed by the Company to the Lenders under the
September Loan Agreement was reduced by an amount of $18,255,476.11 (the
"Partial Satisfaction Amount"). The Loan Parties also agreed to enter into a new
loan agreement (the "New Loan Agreement") in favor of the Lenders with a
principal amount of $750,000 to be used to pay off all existing amounts due
under the September Loan Agreement. Upon the execution of the Settlement
Agreement and the New Loan Agreement, all remaining existing debt owed by the
Loan Parties under the September Loan Agreements was satisfied in full and the
September Loan Documents terminated, subject to certain limited contingent
indemnification obligations that survive the termination and repayment.
The manager of Altitude Hospitality resigned from Altitude Hospitality as
required by the Settlement Agreement. Gregory Breunich will continue to serve as
the Company's CEO and Chairman.
New Loan Agreement
On March 6, 2023, the Company and Trident Water, LLC, entered into a New Loan
Agreement with FVP and the Lenders. The proceeds of the New Loan Agreement, in
the original principal amount of $750,000.00, were disbursed to fully pay and
settle the September Loan Agreement.
Under the terms of the New Loan Agreement, the maturity date of the loan is June
30, 2025 and the Company and the Loan Parties agreed to pay an interest rate of
twelve percent (12%) per annum. Through September 2024, the Company shall make
interest only payments under the Loan Agreement, after which it will make
payments of $7,500 per month plus accrued interest until the maturity date, at
which point all amounts due under the New Loan Agreement shall be paid.
In connection with the New Loan Agreement, the Company also entered into several
related documents. These include a Payment Guaranty through which the Company
agreed that its wholly-owned subsidiaries would guarantee the New Loan, a
Security Agreement securing the debt, Promissory Notes in favor of the Lenders
under the Loan Agreement, and a Third Amended and Restated Exclusivity Agreement
with Feenix Payment Systems, LLC ("FPS") governing the merchant services
utilization of credit card processing and other related services provided by FPS
to the Company and its subsidiaries.
Item 2.01 Completion of Acquisition or Disposition of Assets
Pursuant to the Settlement Agreement described in Item 1.01 herein, the Company
assigned its subsidiary, Altitude Hospitality, LLC, to FVP's designee for the
benefit of the Lenders. As a result of the assignment of Altitude Hospitality,
LLC under the Settlement Agreement, all agreements previously executed by
Altitude Hospitality were also assigned to FVP's designee. These assignments
include the Purchase and Sale Agreement with STORE Capital Acquisitions, LLC, a
Delaware limited liability company ("STORE"), the Lease Agreement with STORE,
and the Membership Agreement with TMH Worldwide, Inc. All related debt related
(as disclosed on the balance sheet in prior filings) to Altitude Hospitality,
LLC, along with the applicable recordation of assets (as disclosed in the
footnotes to the consolidated financial statements in prior filings) was
assigned to FVP's designee as part of the Settlement Agreement.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Settlement Agreement between Altitude International Holdings,
Inc., Altitude Hospitality, LLC, Trident Water, LLC, FVP Servicing,
LLC and certain lenders dated March 6, 2023
10.2 Loan Agreement between Altitude International Holdings, Inc.,
Trident Water, LLC, FVP Servicing, LLC and certain lenders dated
March 6, 2023
10.3 Security Agreement between Altitude International Holdings, Inc.,
Trident Water, LLC, FVP Servicing, LLC and certain lenders dated
March 6, 2023
10.4 Payment Guaranty between Altitude International Holdings, Inc.,
Trident Water, LLC, FVP Servicing, LLC and certain lenders dated
March 6, 2023
10.5 Third Amended and Restated Exclusivity Agreement between Altitude
International Holdings, Inc. and its subsidiaries and Feenix Payment
Systems, LLC dated March 6, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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