Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, The Container Store Group, Inc. (the "Company"), The
Container Store, Inc., as borrower, and certain of the Company's domestic
subsidiaries entered into an asset-based revolving credit agreement, dated as of
April 6, 2012, with the lenders party thereto, JPMorgan Chase Bank, N.A., as
Administrative Agent and Collateral Agent, and Wells Fargo Bank, National
Association, as Syndication Agent (as amended, the "Revolving Credit Facility").
The maturity date of the loans under the Revolving Credit Facility is August 18,
2022.
A description of the material terms of the Revolving Credit Facility is set
forth in "Part I, Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations-Liquidity and Capital Resources-Revolving
Credit Facility" of the Company's Quarterly Report on Form 10-Q for the
quarterly period ended December 28, 2019 filed with the Securities and Exchange
Commission on February 5, 2020, which is incorporated in this Item 2.03 by
reference.
Additionally, in March 2020, in light of the uncertain environment resulting
from the COVID-19 pandemic, the Company drew down $50 million under its
Revolving Credit Facility in an abundance of caution and as a proactive measure.
As a result of the drawdown the Company has an outstanding balance of $78
million under the Revolving Credit Facility.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 30, 2020, the Company announced reductions in the base salaries of its
named executive officers. Effective March 30, 2020 the base salaries of Melissa
Reiff, Chairwoman and Chief Executive Officer, and Jodi Taylor, Chief Financial
Officer and Chief Administrative Officer, will be reduced 45% and 33%,
respectively. These executives have also amended their employment contracts to
temporarily defer the payment of any annual cash bonus for the fiscal year ended
March 28, 2020, if any.
The non-employee members of the Board of Directors have also agreed to waive
their quarterly retainer fees scheduled to be paid on April 1, 2020.
Item 7.01. Regulation FD Disclosure.
On March 30, 2020, the Company issued a press release announcing the closure of
approximately 40 select stores, reduced hours for stores that remain open,
furloughs and pay reductions for certain corporate employees. Additionally, due
to uncertainty related to the impact resulting from the COVID-19 pandemic, the
Company announced the withdrawal of its financial guidance for the fiscal year
ended March 28, 2020 ("fiscal 2019") previously issued on February 4, 2020 and,
as such, investors should no longer rely on that information. The Company is not
providing preliminary results for fiscal 2019 at this time. The full text of the
press release issued in connection with the announcement is furnished as
Exhibit 99.1 to this Current Report on Form 8K.
The information disclosed in this Item 7.01 (including Exhibit 99.1) shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2
The following exhibit relating to Item 7.01 shall be deemed to be furnished, and
not filed:
Exhibit
No. Description
99.1 Press Release issued on March 30, 2020
3© Edgar Online, source Glimpses
THE CONTAINER STORE GROUP, INC. 
