– SEC Filing
On December 18, 2023, Farfetch Holdings plc ("FF PLC"), a public limited company organized under the laws of England and Wales and a wholly owned direct subsidiary of Farfetch Limited, informed the board of directors of Farfetch Limited (the "Board") that it had entered into (i) a committed first lien delayed draw term loan facility in an aggregate principal amount of $500 million (the "Bridge Loan Facility") with certain direct and/or indirect subsidiaries of FF PLC, as borrowers and/or guarantors and Athena Topco LP, a Delaware limited partnership ("Athena Topco"), an entity owned by Coupang, Inc. ("Coupang"), and funds managed and/or advised by Greenoaks Capital Partners LLC ("Greenoaks"), as lender (the loans drawn on the Bridge Loan Facility from time to time, collectively, the "Bridge Loans") and (ii) a transaction support agreement (the "Support Agreement") with, among other parties, Farfetch Limited, Athena Topco and an ad hoc group of lenders (the "AHG") holding in excess of 80% of the outstanding term loans (the "Term Loans") under the existing credit agreement of FF PLC and certain of its direct and/or indirect subsidiaries, dated October 20, 2022, as amended on April 7, 2023, and as further amended on August 11, 2023 (the "Credit Agreement"; and the Credit Agreement as amended by the third amendment to be entered into on December 18, 2023 (as further described below), the "Amended Credit Agreement").

Farfetch Limited and its financial advisors have conducted a thorough and extensive process to secure additional liquidity for Farfetch Limited and its subsidiaries. Without such liquidity, Farfetch Limited and its subsidiaries would have been unable to continue as a going concern. The Board is disappointed that the process has not resulted in a solution that ensures that Farfetch Limited, the listed entity, remains a going concern. However, the Board is pleased to see that FF PLC has successfully secured a solution that ensures the continued operations of its business and that it will continue to serve the network of brands, boutiques and consumers depending on the FARFETCH Marketplace every day.