Item 1.01. Entry into a Material Definitive Agreement.
On April 21, 2020, Guess?, Inc. (the "Company") entered into an Amendment Number
Three to Loan, Guaranty and Security Agreement (the "Third Amendment") by and
among the Company, Guess? Retail, Inc., Guess.com, Inc. (collectively, the "U.S.
Borrowers"), Guess? Canada Corporation ("Canadian Borrower" and together with
the U.S. Borrowers, the "Borrowers"), the guarantors party thereto (the
"Guarantors"), the financial institutions from time-to-time party thereto as
lenders (the "Lenders"), and Bank of America, N.A., as agent for the Lenders
("Agent"), which amends that certain Loan, Guaranty and Security Agreement,
dated as of June 23, 2015, as amended by that certain Amendment Number One to
Loan, Guaranty and Security Agreement, dated as of February 16, 2016, and that
certain Amendment Number Two to Loan, Guaranty and Security Agreement, dated as
of April 22, 2019, by and among the Borrowers, the Guarantors, the Lenders and
Agent (as so amended, the "Existing Loan Agreement" and as further amended by
the Third Amendment, the "Loan Agreement").
The Third Amendment amends and extends the maturity of the existing credit
facility under the Existing Loan Agreement and provides a senior secured
asset-based revolving credit facility that has a maturity date of April 21,
2023. At closing, there were $55 million of direct borrowings and approximately
$2.3 million of letters of credit outstanding under the Loan Agreement.
The Third Amendment provides for borrowing capacity in an amount of up to $120
million, including a Canadian sub-facility of up to $20 million, and a borrowing
base that is computed quarterly, monthly or weekly, as applicable, and is
composed of the Borrowers' accounts receivable, inventory and eligible cash,
subject to certain reserves. Under the Third Amendment, the Borrowers have an
option to expand the revolving credit facility by up to $180 million in the
aggregate subject to the terms and conditions of the Loan Agreement, including
the willingness of existing or new lenders to assume such increased amount. The
revolving credit facility includes a $35 million sublimit for U.S. letters of
credit and a $15 million sublimit for Canadian letters of credit and also
includes a U.S. swingline subfacility of up to $10 million and a Canadian
swingline subfacility of up to $5 million.
The Borrowers may voluntarily reduce or terminate the revolver commitments and
prepay outstanding loans under the Loan Agreement, in whole or in part, at any
time, subject to customary administrative provisions.
The revolving credit facility may be used for working capital and other general
corporate purposes. The revolving credit facility bears interest based on the
daily balance outstanding, for loans to the U.S. Borrowers, at the U.S. base
rate plus an applicable margin (varying from 0.75% to 1.25%) or at LIBOR plus an
applicable margin (varying from 1.75% to 2.25%), provided that LIBOR may not be
less than 1.0%, or, for loans to the Canadian Borrower, at the Canadian prime
rate plus an applicable margin (varying from 0.75% to 1.25%) or at the Canadian
BA rate plus an applicable margin (varying from 1.75% to 2.25%), provided that
the Canadian BA rate may not be less than 1.0%. The applicable margins are
calculated quarterly and vary based on the average daily availability of the
aggregate borrowing base as set forth in the Loan Agreement. The U.S. base rate
is based on the greater of (i) the U.S. prime rate, (ii) the federal funds rate,
plus 0.50%, and (iii) LIBOR for a 30 day interest period, plus 1.0%; and the
Canadian prime rate is based on the greater of (i) the Canadian prime rate, and
(ii) the Canadian BA rate for a one month interest period, plus 1.0%, provided
that the Canadian prime rate may not be less than zero. The revolving credit
facility also carries a commitment fee equal to the available but unused
borrowing at 0.375% per annum.
The obligations under the Loan Agreement are guaranteed by the Company and the
Company's existing and future domestic and Canadian subsidiaries, subject to
certain exceptions, and such obligations are secured by a first priority lien on
substantially all of the assets of the Borrowers and the Guarantors, as
applicable.
The terms of the Third Amendment require the Company to maintain a consolidated
fixed charge coverage ratio of 1.0:1.0 on a trailing four-quarter basis if a
default or an event of default occurs under the Loan Agreement or availability
under the Loan Agreement falls below the greater of 10% of the aggregate
borrowing base and $10 million. The Third Amendment also includes customary
representations and warranties, affirmative and negative covenants and events of
default.
The foregoing is intended only to be a summary of the Third Amendment and is
qualified in its entirety by the Third Amendment, which is attached as Exhibit
10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.




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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.     Description

  10.1            Amendment Number Three to Loan, Guaranty and Security Agreement
                dated as of April 21, 2020, among Guess?, Inc., Guess? Retail,
                Inc., Guess.com, Inc., Guess? Canada Corporation, the guarantors
                party thereto, the lenders party thereto and Bank of America, N.A.,
                as agent for the lenders

104             Cover Page Interactive Data File - the cover page XBRL tags are
                embedded within the Inline XBRL document




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