Item 1.01. Entry into a Material Definitive Agreement.
On
A&F Management used the net proceeds from the offering of the Secured Notes to repay all outstanding borrowings under A&F Management's existing senior secured term loan facility (the "Term Loan Facility"), to repay a portion of the outstanding borrowings under A&F Management's existing senior secured asset-based revolving credit facility (the "Amended ABL Facility") and to pay fees and expenses in connection with such repayments and the offering of the Secured Notes.
The Secured Notes have not been registered under the Securities Act or any state
securities laws and may not be offered or sold in
Indenture
The Secured Notes were issued pursuant to an indenture, dated as of
Interest and maturity. The Secured Notes will mature on
Guarantees and security. The Secured Notes are guaranteed on a senior secured basis, jointly and severally, by the Company and each of its existing and future wholly-owned domestic restricted subsidiaries that guarantee or will guarantee the Amended ABL Facility or certain future capital markets indebtedness. The Secured Notes and the related guarantees, together with any future indebtedness secured on a pari passu basis with the Secured Notes and the related guarantees, are secured by a first priority lien on the Cash Flow Priority Collateral (as defined in the Indenture), which includes certain of A&F Management's, the Company's and the other Guarantors' real property, intellectual property, equipment, equity interests in A&F Management and certain restricted subsidiaries, and general intangibles, subject to certain exceptions and permitted liens. The Secured Notes and the related guarantees, together with any future indebtedness secured on a pari passu basis with the Secured Notes and the related guarantees, are secured by a second priority lien on the ABL Priority Collateral (as defined in the Indenture and, together with the Cash Flow Priority Collateral, the "Collateral"), which includes security interests in accounts and credit card receivables, inventory, deposit accounts, securities accounts, certain intercompany loans and related assets, which security interests will be junior to the security interests in such assets that secure the Amended ABL Facility. The Amended ABL Facility will have a junior lien on the Cash Flow Priority Collateral. An intercreditor agreement will govern how the Collateral securing the respective debt obligations will be treated among the secured parties.
Redemption. A&F Management may redeem some or all of the Secured Notes at any
time, and from time to time, prior to
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Covenants. The Indenture contains certain covenants that limit the ability of the Company and its Restricted Subsidiaries to, among other things: (1) grant or incur liens; (2) incur, assume or guarantee additional indebtedness; (3) sell or otherwise dispose of assets, including capital stock of subsidiaries; (4) make investments in certain subsidiaries; (5) pay dividends, make distributions or redeem or repurchase capital stock; and (6) consolidate or merge with or into, or sell substantially all of the Company's or A&F Management's assets to, another entity.
Events of Default. The Indenture contains events of default customary for a transaction of this type. If an event of default under the Indenture occurs and is continuing, the trustee under the Indenture or the holders of at least 25% in . . .
Item 1.02. Termination of a Material Definitive Agreement.
On
The Term Loan Credit Agreement provided for the Term Loan Facility, a term loan
facility of
The Company and its subsidiaries from time to time have had, and may continue to
have, various commercial, lending or other relationships with the lenders that
were parties to the Term Loan Credit Agreement and the lenders' respective
affiliates. In particular, each of
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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 in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(a) through (c) Not applicable.
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8-K:
Exhibit No. Description 4.1 Indenture, dated as ofJuly 2, 2020 , by and amongAbercrombie & Fitch Management Co. , the guarantors party thereto andU.S. Bank National Association , as trustee and as collateral agent. 4.2 Form of 8.75% Senior Secured Notes due 2025 (included in Exhibit 4.1). 99.1 News Release issued byAbercrombie & Fitch Co. onJuly 2, 2020 . 104 Cover Page Interactive Data File - the cover page Inline XBRL tags are embedded within the Inline XBRL document 4
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