OLAPLEX HOLDINGS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

At February 23, 2022, Olaplex, Inc. (the “Company”), an indirect wholly-owned subsidiary of Olaplex Holdings, Inc.together with Penelope Intermediate Corp.
(“Holdings”) acting as parent guarantor, entered into a credit agreement, dated February 23, 2022 (the “Credit Agreement”), by and between the Company, Holdings, Goldman Sachs Bank USA (“Goldman Sachs”), as administrative agent (the “Administrator”), collateral agent and Swingline lender, and each lender and issuing bank therefrom from time to time (the “Lenders“).

The Credit Agreement replaces the Credit Agreement, dated January 8, 2020
(as amended by this First Incremental Amendment, dated December 18, 2020the “Credit Agreement 2020”), by and between the Company, Holdings,
Mid-Cap Financial Trustas administrative agent and collateral agent, and each lender and issuing bank from time to time included therein.

Under the credit agreement, the lenders have agreed to extend credit to the company in the form of (i) term loans B in an aggregate principal amount equal to $675,000,000 (the “Term Loans B”) in we dollars and (ii) a revolving credit facility in an aggregate principal amount of $150,000,000 (the “Revolving Credit Facility” and, together with Term Loans B, the “Credit Facilities”) available in we dollars and euros. Upon closing of the credit facilities, the full amount of the Term Loans B was drawn down and the revolving credit facility was not drawn down. The revolving credit facility includes a letter of credit sub-facility for an aggregate principal amount of $25,000,000and a slewing line sub-installation of an aggregate principal amount of $25,000,000.

Amounts drawn under the credit facilities at closing were used to repay all outstanding term loans under the 2020 Credit Agreement and to pay transaction fees and expenses.

Term loans B mature on February 23, 2029. Term loans B are repayable in obligatory quarterly installments equal to $1,687,500, the balance being payable at maturity. The revolving credit facility matures on February 23, 2027.

Borrowings under the credit facilities bear interest at rates based on the ratio of (i) the consolidated senior net debt of the Corporation and its subsidiaries to (ii) the consolidated EBITDA of the Corporation and its subsidiaries for the applicable periods specified in the credit facilities (the “First Lien Leverage Ratio”). The annual interest rate applicable to loans under the Credit Facilities will be based on a fluctuating interest rate equal to the sum of an applicable rate and, at the option of the Company from time to time, (1) a rate base rate determined by reference to the greater of (a) the interest rate publicly announced by the administrative agent as being its “prime rate” in force at its principal office in New York City (or if the administrative agent does not have a “preferred rate”, the last rate indicated by the the wall street journal such as the “prime rate” or, if the the wall street journal cease citing that rate, the highest annual interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) as the “Bank Prime Lending” rate or, if that rate is no longer quoted therein, any similar rate quoted therein or any similar release from the Federal Reserve Board), (b) the greater of (x) the effective federal funds rate and (y) the overnight bank funding rate, plus 0.50% and (c) one-month adjusted overnight guaranteed rate funding rate (“SOFR”) plus 1.00%, (2) an adjusted SOFR determined by reference to the greater of (a) a rate equal to SOFR in the form of a forward rate published by the administrator of the CME forward SOFR (or any successor thereto) for an interest period of one , three or six months (or if such forward rate is not available, a simple daily rate for an interest payment period of one, three or six months published by the Federa the Reserve Board of new York) of them we government securities business days prior to the start of that term (plus, only with respect to term loans B, a credit spread adjustment of 0.10% for all such interest periods) and (b ) 0.00%, with respect to the revolving credit facility and, 0.50%, with respect to the B term loans, and (3) with respect to a euro borrowing under the facility revolving credit facility, a Euro Interbank Offered Rate (“EURIBOR”) determined by reference to the higher of (a) the Euro Interbank Offered Rate administered by the European Money Markets Institute (or any successor thereto) for a period equal to one, three, six or, if available to all relevant Affected Lenders, twelve months or such shorter period (as the Company chooses) appearing on the Reuters Screen EURIBOR01 page (or otherwise on the Reuters screen) two target days before the

1 Olaplex Holdings, Inc. is a fully remote company. Consequently, it does not maintain a main executive office.

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beginning of the applicable interest period and (b) 0.00%. The Revolving Credit Facility and swingline loans (which must be base rate) have applicable rates equal to (x) 2.75%, in the case of base rate loans, 3.75%, in the case adjusted SOFR loans and 3.75%, in the case of EURIBOR loans, if the first lien ratio is greater than 1.20:1.00, and (y) 2.50%, in the case of loans at base rate, 3.50%, in the case of adjusted SOFR loans and 3.50%, in the case of EURIBOR loans, if the first lien ratio is less than or equal to 1.20:1.00 . Term B loans have applicable rates equal to (x) 2.75%, in the case of base rate loans, and 3.75%, in the case of SOFR-adjusted loans, if the prime leverage ratio rank is greater than 1.20: 1.00, and (y) 2.50%, in the case of base rate loans, and 3.50%, in the case of adjusted SOFR loans, if the leverage ratio first rank is less than or equal to 1.20:1.00.

The Company shall pay the Administrator a quarterly commitment fee based on the product of (i) the applicable rate as described below and (ii) the daily average amount of unused renewable commitments. The Company must also pay the fees of the issuing banks based on the amount available to be drawn under these letters of credit.

The rate applicable under the terms of the credit facilities in respect of the commitment fee described in the preceding paragraph is equal to (x) 0.50% if the senior leverage ratio is greater than 1.20:1, 00, (y) 0.375% if the first tier leverage ratio The ratio is less than or equal to 1.20:1.00 but greater than 0.70:1.00, and (z) 0.25% if the first lien leverage ratio is less than or equal to 0.70:1.00.

The Credit Agreement contains a number of covenants which, among other things, restrict the Company’s ability to (subject to certain exceptions) (i) pay dividends and distributions or redeem its share capital, (ii) repay prepay or redeem certain debts, (iii) incur additional debts and guarantee debts, (iv) create or incur liens, (v) engage in mergers, consolidations, liquidations or dissolutions, ( vi) sell, transfer or otherwise dispose of assets, (vii) make investments, acquisitions, loans or advances and (viii) enter into certain transactions with affiliates. The credit agreement also includes, among other things, customary affirmative clauses (including . . .

ITEM 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

credit agreement

As indicated in point 1.01 above, on February 23, 2022the Company, Holdings, Goldman Sachs and the Lenders entered into the Credit Agreement, which provides for Term Loans B in an aggregate principal amount equal to $675,000,000 and the Revolving Credit Facility in an aggregate principal amount equal to
$150,000,000.

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The description of the material terms of the Credit Agreement in Section 1.01 is incorporated by reference into this Section 2.03 and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

ARTICLE 7.01 Disclosure of FD Rules.

At February 23, 2022the Company published a press release announcing the conclusion of the credit agreement and the occurrence of $675,000,000 in Term Loans B. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Section 7.01.

The information provided in item 7.01 of this current report on Form 8-K, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section, nor shall it be deemed to be incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such filing.

ARTICLE 9.01 Financial Statements and Supporting Documents.

(d) Exhibits
Exhibit              Description
        10.1           Credit Agreement, dated February     23    , 2022
        99.1           Press Release dated February 23, 2022
           104       Cover Page Interactive Data File (embedded within the Inline XBRL document)


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