Item 1.01 Entry into a Material Agreement.
Term Loan Credit Facility
On
The Term Loan Credit Agreement provides for a senior secured term loan in the
aggregate principal amount of
The Term Loan is secured (subject to permitted liens and certain other exceptions) by a first priority lien on certain personal and real property of the Borrowers and the guarantors, including investment property and intellectual property (the "Term Loan Priority Collateral"), and by a second priority lien on certain other personal property of the Borrowers and the guarantors, including inventory (the "ABL Priority Collateral").
Borrowings under the Term Loan Credit Agreement bear interest at the Company's option at a rate equal to: (A) a base rate per annum equal to the greater of (i) 2.25%, (ii) the prime rate, (iii) the overnight bank funding rate plus 0.5% and (iv) the adjusted LIBO rate plus 1.0%, plus, in each instance, an applicable rate of 7.50%; or (B) an adjusted LIBO rate per annum (subject to a floor of 1.25%), adjusted for any statutory reserves, plus, in each instance an applicable rate of 8.50%.
The Term Loan Credit Agreement matures on
The Term Loan Credit Agreement requires the Company to (1) maintain a minimum
Availability under the ABL Credit Facility (as described below) and (2) at any
time liquidity is less than
The Term Loan Credit Agreement contains customary events of default, including without limitation events of default based on payment obligations, material inaccuracies of representations and warranties, covenant defaults, final judgments and orders, unenforceability of the Credit Agreement, material ERISA events, change in control, insolvency proceedings, and defaults under certain other obligations. An event of default may cause the applicable interest rate and fees to increase by 2.0% until such event of default has been cured, waived, or amended.
The foregoing is intended only to be a summary of the Term Loan Credit Agreement and is qualified in its entirety by the Term Loan Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
ABL Credit Facility
On
The ABL Credit Agreement provides for an asset-based revolving credit facility
in aggregate principal amount of up to
The ABL Credit Facility is secured (subject to permitted liens and certain other exceptions) by a first priority lien on the ABL Priority Collateral and a second priority lien on the Term Loan Priority Collateral.
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Borrowings under the ABL Credit Agreement bear interest at the Company's option at a rate equal to: (A) a base rate per annum equal to the greatest of (i) the . . .
Item 1.02 Termination of a Material Definitive Agreement.
Termination of Existing Credit Facility
On
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 under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure
On
As provided in General Instruction B.2 of Form 8-K, the information contained in Item 7.01 and Exhibit 99.1 of this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
10.1 Term Loan Credit Agreement, datedAugust 7, 2020 , amongDesigner Brands Inc. , as the lead borrower,Designer Brands Canada Inc. , as the Canadian Borrower, certain of its domestic and Canadian subsidiaries as guarantors, the lenders party thereto, and Sixth Street Specialty Lending, Inc. as Administrative Agent and Lead Arranger. 10.2 ABL Credit Agreement, datedAugust 7, 2020 , amongDesigner Brands Inc. , as the lead borrower,Designer Brands Canada Inc. , as a Canadian Borrower, certain of its domestic and Canadian subsidiaries that may become borrowers thereunder, the Company's domestic and Canadian subsidiaries as guarantors, the lenders party thereto, andPNC Bank, National Association as administrative agent for the lenders. 99.1Designer Brands Inc. Provides Business Update on Enhanced Financial Flexibility Measures 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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