Item 1.01 Entry into a Material Definitive Agreement
On
The Restated Credit Agreement provides for a
The ABL Facility bears interest, at the Company's option, at (i) the base rate, plus an applicable margin equal to (a) 0.25% (if daily average excess availability during the most recently ended fiscal quarter is greater than or equal to 50% of the aggregate commitments), or (b) 0.50% (if daily average excess availability during the most recently ended fiscal quarter is less than 50% of the aggregate commitments), or (ii) LIBOR (based on one, three, six, and if available by all lenders, twelve-month interest periods), plus an applicable margin equal to (x) 1.25% (if daily average excess availability during the most recently ended fiscal quarter is greater than or equal to 50% of the aggregate commitments), or (y) 1.50% (if daily average excess availability during the most recently ended fiscal quarter is less than 50% of the aggregate commitments). The base rate means the highest of the prime rate, the federal funds rate plus a margin equal to 0.50%, the LIBOR rate for a 1-month interest period plus a margin equal to 1.0%, and 1.0%. The ABL Facility also provides for a successor rate to be determined when LIBOR is no longer available. If not paid when due, the ABL Facility bears interest at the rate otherwise applicable to such loans at such time plus an additional 2.0% per annum during the continuance of such payment event of default and the letter of credit fees increase by 2.0%. Other overdue amounts bear interest at a rate equal to the rate otherwise applicable to such revolving loans bearing interest at the base rate at such time, plus 2.0% until such amounts are paid in full. Interest is due and payable in arrears on the first business day of each month for loans bearing interest at the base rate and at the end of an interest period (or at each three-month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the LIBOR rate.
Certain customary closing fees, arrangement fees, administration fees, commitment fees and letter of credit fees are payable to the lenders and the agents under the Restated Credit Agreement, including a commitment fee on the average daily unused amount of the ABL Facility, in an amount equal to 0.25% per annum.
The Company may borrow, repay and reborrow the loans under the ABL Facility
until
The amount of loans and letters of credit available under the Restated Credit Agreement is limited to the lesser of the aggregate commitments under the Restated Credit Agreement or an amount determined pursuant to a borrowing base. The borrowing base at any time is equal to 90% of eligible credit card receivables, plus 90% of the net amount of eligible pharmacy receivables, plus 90% (or 92.5% for the three consecutive four-week fiscal accounting periods ending nearest to the end of February, March and April of each year) of the "net recovery percentage" of eligible inventory (other than perishable inventory) multiplied by the book value thereof, plus 90% (or 92.5% for the three consecutive four-week fiscal accounting periods ending nearest to the end of February, March and April of each year) of the "net recovery percentage" of eligible perishable inventory multiplied by the book value thereof (subject to a cap of 25% of the borrowing base), plus 85% of the product of the average per script net orderly liquidation value of the eligible prescription files of the borrowers and the guarantors thereunder (the "ABL Eligible Pharmacy Scripts"), multiplied by the number of such ABL Eligible Pharmacy Scripts (subject to a cap of 30% of the borrowing base), minus eligibility reserves. The eligibility of accounts receivable, inventory and prescription files for inclusion in the borrowing base will be determined in accordance with certain customary criteria specified in the Restated Credit Agreement, including periodic appraisals.
--------------------------------------------------------------------------------
Subject to certain exceptions as set forth in the Restated Credit Agreement, the amounts outstanding under the Restated Credit Agreement are guaranteed by each of the Company's existing and future direct and indirect wholly-owned domestic subsidiaries that are not borrowers.
Subject to certain exceptions as set forth in the Restated Credit Agreement, the obligations under the Restated Credit Agreement are secured by a first priority security interest in and lien on substantially all assets of the Company, each other borrower and each guarantor.
The Restated Credit Agreement contains various affirmative and negative covenants (in each case, subject to customary exceptions as set forth in the Restated Credit Agreement), applicable to the Company and its restricted subsidiaries, to: (i) dispose of assets; (ii) incur additional indebtedness, issue preferred stock and guarantee obligations; (iii) prepay other indebtedness; (iv) make certain restricted payments, including the payment of dividends; (v) create liens on assets or agree to restrictions on the creation of liens on assets; (vi) make investments, loans or advances; (vii) restrict dividends and distributions from subsidiaries; (viii) engage in mergers or consolidations; (ix) engage in certain transactions with affiliates; (x) amend the terms of any organizational documents or material indebtedness; (xi) change lines of business; or (xii) make certain accounting changes.
The Restated Credit Agreement provides that if (i) excess availability is less
than (a) 10% of the lesser of the aggregate commitments and the then-current
borrowing base at any time or (b)
The Restated Credit Agreement contains customary events of default (subject to exceptions, thresholds and grace periods as set forth in the Restated Credit Agreement), including, without limitation: (i) nonpayment of principal or interest; (ii) failure to perform or observe covenants; (iii) inaccuracy or breaches of representations and warranties; (iv) cross-defaults and cross-accelerations with certain other indebtedness; (v) certain bankruptcy related events; (vi) impairment of security interests in collateral; (vii) invalidity of guarantees; (viii) material judgments; (ix) certain ERISA matters; and (x) certain change of control events.
The foregoing description of the Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Restated Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
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 in Item 1.01 above is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Exhibit Description 10.1 Fourth Amended and Restated Asset-Based Revolving Credit Agreement, dated as ofDecember 20, 2021 , by and amongAlbertsons Companies, Inc. certain of its subsidiaries signatory thereto, the lenders from time to time party thereto andBank of America, N.A ., as administrative agent and collateral agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source