HF Foods Group (Nasdaq: HFFG) amends $140M revolver and $125M term loans
Rhea-AI Filing Summary
HF Foods Group Inc. entered into a Seventh Amendment to its Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and certain lenders. The amendment increases the asset-based revolving credit facility from $125 million to $140 million and refinances term loans, including an additional advance of approximately $40.1 million, resulting in aggregate outstanding term loans of $125 million. Revolving commitments now mature on July 29, 2031, and term loans mature on July 29, 2036.
Borrowings may be used for working capital, other general corporate purposes and permitted acquisitions, including an anticipated acquisition of Searay Foods Inc. The facility is secured by substantially all assets of the borrowers and guarantors and is subject to covenants including a minimum Fixed Charge Coverage Ratio of 1.10 to 1.00 and minimum availability of $12.5 million for one year, then $7.5 million thereafter. Interest is based on Term SOFR or a 30‑day SOFR-based rate plus an applicable margin, or on a CB Floating Rate less an applicable margin, with commitment fees on unused revolving commitments.
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Filing Explained
Effective amendment leaves $125 million term debt outstanding, requires monthly principal payments, and links possible $6.8 million repayment to Searay's 120-day closing window.
The company entered the Seventh Amendment on
Those obligations require monthly principal installments of approximately
The filing does not report that the anticipated Searay acquisition has closed. Lenders consented subject to specified conditions, and if the acquisition is not consummated within 120 days after the amendment, approximately
8-K Event Classification
3 items: 1.01, 2.03, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Revolving credit facility: $140 million
Term loans outstanding: $125 million
Letter of credit sublimit: $15 million
+5 more
8 metrics
Revolving credit facility
$140 million
Revolving commitments under the Amended Credit Agreement after the Seventh Amendment
Term loans outstanding
$125 million
Aggregate outstanding principal amount of term loans immediately after the Seventh Amendment
Letter of credit sublimit
$15 million
Aggregate letter of credit sublimit under the revolving Facility
Fixed Charge Coverage Ratio
1.10 to 1.00
Minimum ratio required as of the end of each fiscal quarter
Minimum availability (first year)
$12.5 million
Minimum borrowing availability required through the first anniversary of closing
Minimum availability (thereafter)
$7.5 million
Minimum borrowing availability required after the first anniversary
Monthly term loan amortization
approximately $0.7 million
Principal installments payable on the first business day of each month
Conditional term loan prepayment
approximately $6.8 million
Prepayment required if the Searay Foods acquisition is not completed within 120 days
Key Terms
asset-based revolving credit facility, Term SOFR, Fixed Charge Coverage Ratio, borrowing base, +1 more
5 terms
asset-based revolving credit facility financial
"The Existing Credit Agreement provided the Company access to a $125 million asset-based revolving credit facility"
A loan arrangement where a lender agrees to make funds available up to a set limit that a borrower can draw, repay, and draw again, with the amount available tied to the value of specific assets (like inventory, receivables, or equipment) pledged as collateral. It matters to investors because it provides flexible working capital while limiting risk exposure: the company can fund growth or cover shortfalls quickly, but borrowing capacity can shrink if asset values fall.
Term SOFR financial
"Loans under the Amended Credit Agreement bear interest... at a rate based on Term SOFR or a 30-day SOFR-based rate"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
Fixed Charge Coverage Ratio financial
"The Amended Credit Agreement also requires the Borrowers to maintain (i) a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00"
A fixed charge coverage ratio measures how well a company's operating income can cover its fixed, recurring obligations like interest payments and lease costs. Think of it as a safety margin — the higher the number, the more comfortably a business can pay steady bills from its normal earnings, which matters to investors because it signals financial stability, lower default risk, and greater ability to withstand revenue dips.
borrowing base financial
"Availability under the Facility is subject to a borrowing base consisting of eligible accounts and inventory"
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
change in control financial
"The Amended Credit Agreement contains customary events of default, including... a change in control of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What credit agreement did HF Foods Group (HFFG) amend on July 29, 2026?
HF Foods Group entered a Seventh Amendment to its Third Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent and lenders including TD Bank and Fifth Third Bank, updating its revolving credit facility and term loan structure.
How large is HF Foods Group’s (HFFG) amended revolving credit facility?
The amended asset-based revolving credit facility provides $140 million of revolving commitments, increased from $125 million. This facility also includes a $15 million letter of credit sublimit and is available for working capital, general corporate purposes and permitted acquisitions.
What are the new loan maturities under HF Foods Group’s (HFFG) Amended Credit Agreement?
Revolving commitments now mature on July 29, 2031, and term loans mature on July 29, 2036. Term loans amortize in monthly principal installments of approximately $0.7 million, with the remaining principal balance due at the 2036 maturity date.
What key financial covenants apply to HF Foods Group’s (HFFG) amended facility?
HF Foods must maintain a Fixed Charge Coverage Ratio of at least 1.10 to 1.00 each quarter and minimum borrowing availability of $12.5 million through the first anniversary of closing, then at least $7.5 million at all times thereafter.
How are HF Foods Group’s (HFFG) obligations secured under the Amended Credit Agreement?
Obligations are secured by liens on substantially all assets of the borrowers and guarantors, including mortgages on real property owned by designated Real Estate Borrowers. Certain existing and future material subsidiaries are required to guarantee repayment of the borrowers’ obligations.
How does the Searay Foods acquisition affect HF Foods Group’s (HFFG) term loans?
Lenders have consented to the anticipated Searay Foods Inc. acquisition, subject to conditions. If it is not consummated within 120 days after closing of the Seventh Amendment, HF Foods must prepay approximately $6.8 million of term loans, which cannot be reborrowed.
HF FOODS GROUP INC.
☐ 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))
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): July 29, 2026
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (888 )-905-0998
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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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 July 29, 2026, HF Foods Group Inc. (the “Company”), its wholly-owned subsidiary, B&R Global Holdings, Inc. (“B&R Global”), and certain other wholly-owned subsidiaries and affiliates of the Company (collectively with the Company, the “Borrowers,” consisting of Working Capital Borrowers and Real Estate Borrowers), as borrowers, and certain material subsidiaries of the Company, as guarantors, entered into a Joinder and Amendment No. 7 (the “Seventh Amendment”) to the Third Amended and Restated Credit Agreement, dated as of March 31, 2022, as previously amended (the “Existing Credit Agreement”, and as amended by the Seventh Amendment, the “Amended Credit Agreement”), with JPMorgan Chase Bank, N.A. (“JPMorgan”), as Administrative Agent, and JPMorgan, TD Bank, N.A. and Fifth Third Bank, N.A., as lenders. In connection with the Seventh Amendment, Wells Fargo Bank, N.A. ceased to be a lender under the Amended Credit Agreement. The Seventh Amendment does not constitute a novation of the obligations under the Existing Credit Agreement, and all existing obligations thereunder continue in full force and effect as obligations under the Amended Credit Agreement.
The Existing Credit Agreement provided the Company access to a $125 million asset-based revolving credit facility (the “Facility”) and term loans in an aggregate outstanding principal amount of approximately $90.3 million. The Seventh Amendment (a) increases the revolving commitments under the Facility to $140 million and (b) refinances the existing term loans and funds an additional term loan advance of approximately $40.1 million, resulting in term loans in an aggregate outstanding principal amount of $125 million immediately after giving effect to the Seventh Amendment and the concurrent repayment of a portion of the existing term loans. The revolving commitments mature on July 29, 2031, and the term loans mature on July 29, 2036, in each case subject to earlier termination as provided in the Amended Credit Agreement. The aggregate letter of credit sublimit under the Facility is $15 million.
Borrowings under the Amended Credit Agreement may be used for working capital and other general corporate purposes of the Company and its subsidiaries, including permitted acquisitions.
Loans under the Amended Credit Agreement bear interest, at the Borrowers’ option, at a rate based on Term SOFR or a 30-day SOFR-based rate, plus an applicable margin, or at the CB Floating Rate, less an applicable margin. The applicable margin for the term loans is 2.50% until the Company delivers financial statements demonstrating a Total Leverage Ratio of not more than 5.00 to 1.00, after which the applicable margin will be 2.00% or 2.25%, depending on the level of availability under the Facility. The applicable margin for revolving loans is 1.50% or 1.75%, depending on the level of availability under the Facility. For loans bearing interest at the CB Floating Rate, the applicable margin is a reduction of 0.625% for term loans and 1.125% for revolving loans. The Borrowers also pay a commitment fee of 0.15% or 0.20% per annum on the unused revolving commitments.
The term loans amortize in monthly principal installments of approximately $0.7 million, payable on the first business day of each month, with the remaining principal balance due at maturity. In addition, if the Company’s anticipated acquisition of Searay Foods Inc. is not consummated within 120 days following the closing of the Seventh Amendment, the Borrowers are required to prepay approximately $6.8 million of the term loans, and any amounts so prepaid may not be reborrowed. The lenders have consented to the Searay acquisition, subject to satisfaction of specified conditions.
The obligations under the Amended Credit Agreement are secured by liens on substantially all of the assets of the Borrowers and the Guarantors, including mortgages on real property owned by the Real Estate Borrowers. Availability under the Facility is subject to a borrowing base consisting of eligible accounts and inventory.
Certain of the Company’s existing and future material subsidiaries (collectively, the “Guarantors”) are required to guarantee the repayment of the Borrowers’ obligations under the Amended Credit Agreement. In connection with the Seventh Amendment, certain subsidiaries of the Company became Real Estate Borrowers under the Amended Credit Agreement.
The Amended Credit Agreement contains customary affirmative and negative covenants, including limitations on the ability of the Company and its subsidiaries to incur additional indebtedness, grant or permit liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, make payments on subordinated indebtedness and enter into affiliate transactions. The Amended Credit Agreement also requires the Borrowers to maintain (i) a Fixed Charge Coverage Ratio of not less than 1.10 to 1.00 as of the end of each fiscal quarter and (ii) availability of not less than $12.5 million at all times through the first anniversary of the closing of the Seventh Amendment and not less than $7.5 million at all times thereafter.
The Amended Credit Agreement contains customary events of default, including failure to pay principal, interest or other amounts when due, breach of representations, warranties or covenants, cross-default with respect to other indebtedness in excess of $2.5 million, certain bankruptcy and insolvency events, certain unsatisfied judgments in excess of $1.0 million, and a change in control of the Company. Upon the occurrence and during the continuance of an event of default, the Administrative Agent may declare all outstanding obligations immediately due and payable and may exercise remedies with respect to the collateral.
The Borrowers are responsible for paying the fees and expenses associated with the Seventh Amendment.
The terms of the Existing Credit Agreement were previously reported in the Company’s Report on Form 8-K filed March 31, 2022, and those disclosures are incorporated by reference in this Current Report on Form 8-K. The terms of the Joinder and Amendment No. 5 to Third Amended and Restated Credit Agreement were previously reported in the Company's Report on Form 8-K filed April 3, 2026, and those disclosures are incorporated by reference in this Current Report on Form 8-K.
Neither the Company nor any of its affiliates has any material relationship with any of the other parties to the Amended Credit Agreement, except for (i) the Company’s previous credit facilities, with respect to which certain of the other parties to the Amended Credit Agreement (and their respective affiliates) were lenders and (ii) commercial banking, investment banking, underwriting, trust and other financial advisory services provided (or to be provided) to the Company and its subsidiaries by certain of the lenders under the Amended Credit Agreement (and their respective affiliates), for which they have received (or will receive) customary fees and expenses.
The foregoing description of the Seventh Amendment and the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Amendment, including the Amended Credit Agreement attached as an exhibit thereto, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 is set forth in Item 1.01 above, which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
10.1 | Joinder and Amendment No. 7 to Third Amended and Restated Credit Agreement, dated as of July 29, 2026, by and among HF Foods Group Inc. B&R Global Holdings, Inc., subsidiaries of the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, and certain lender parties thereto. *† | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5)of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished.
†Certain portions of this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10)(iv) because they are both (i) not material to investors and (ii) the type of information that the Company customarily and actually treats as private or confidential, and have been marked with ‘‘[***]’’ to indicate where omissions have been made. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
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.
| HF FOODS GROUP INC. | ||||||||
| Date: July 31, 2026 | /s/ Paul McGarry | |||||||
| Paul McGarry | ||||||||
| Chief Financial Officer | ||||||||