Item 1.01. Entry into a Material Definitive Agreement.
Note Purchase Agreement and Amendments
On June 30, 2020, Casey's General Stores, Inc. (the "Company") entered into a
note purchase agreement (the "NPA") with the purchasers named therein with
respect to the issuance of $650,000,000 aggregate principal amount of senior
notes, consisting of: (i) $325,000,000 aggregate principal amount of 2.85%
Senior Notes, Series G, due August 7, 2030 (the "Series G Notes"); and (ii)
$325,000,000 aggregate principal amount of 2.96% Senior Notes, Series H, due
August 6, 2032 (the "Series H Notes") (collectively, the "Notes"). The Series G
Notes will be issued on August 7, 2020 (subject to customary closing
conditions), will bear interest at the rate of 2.85% per annum from the date
thereof, payable semi-annually on February 7 and August 7 of each year, and will
mature on August 7, 2030. The Series H Notes will be issued on August 7, 2020
(subject to customary closing conditions), will bear interest at the rate of
2.96% per annum from the date thereof, payable semi-annually on February 7 and
August 7 of each year, and will mature on August 6, 2032. The Company intends to
use the proceeds of the Notes to refinance existing indebtedness (specifically,
the Company's 2010 senior notes due August 9, 2020) and other working capital
and general corporate purposes.
The NPA allows the Company to prepay all or a portion of the Notes, in an amount
not less than $2,000,000. Any such prepayment shall be at a price equal to 100%
of the principal amount so prepaid plus the Make-Whole Amount (as defined in the
NPA) determined for the date of prepayment with respect to such principal
amount. Any optional prepayment of less than all of the Notes outstanding shall
be allocated pro rata among all of the Notes then outstanding. In the event of a
Change of Control (as defined in the NPA), each holder of the Notes will have
the right to require the Company to purchase all or a portion of such holder's
Notes at a purchase price equal to 100% of the principal amount thereof plus
accrued and unpaid interest to the repurchase date.
The NPA contains customary representations, warranties and covenants,
addressing, among other matters, the maintenance of the Company's corporate
existence, compliance with laws and the provisions of certain financial
information and reports. The NPA also contains certain financial-related
covenants, including a maximum Consolidated Total Debt to Consolidated EBITDA
ratio (each as defined in, and calculated in accordance with, the NPA) of
3.50:1.00, with a temporary increase to 4.00:1.00 in the case of certain
material acquisitions, subject to payment of an Excess Leverage Fee (as defined
in the NPA) (an "Acquisition Holiday"); a minimum fixed charge coverage ratio;
and, a minimum consolidated net worth test. In addition, the Company agrees to
be bound by certain other covenants while the Notes are outstanding, which
include, among other matters, maintenance of a Corporate Rating (as defined in
the NPA) of BBB-/Baa3 (or its equivalent) or higher (the "Ratings Maintenance
Covenant") and certain limitations on Priority Debt (as defined in the NPA),
liens and sales of assets.
On June 30, 2020, the Company also entered into amendments to each of its
existing Note Purchase Agreements dated June 17, 2013, May 2, 2016 and June 13,
2017 (effective upon, and subject to the issuance of, the Notes and other
customary closing conditions) to include the Acquisition Holiday and the Ratings
Maintenance Covenant and make other conforming changes to such Note Purchase
Agreements consistent with the NPA.
The foregoing descriptions are qualified in their entirety by reference to the
NPA, the First Amendment to the 2013 Note Purchase Agreement, the First
Amendment to the 2016 Note Purchase Agreement and the First Amendment to the
2017 Note Purchase Agreement, copies of which are attached respectively as
Exhibits 4.1, 4.2, 4.3 and 4.4, and are incorporated herein by reference.
Amendment to Credit Agreement
On June 30, 2020, the Company entered into an amendment to its existing Credit
Agreement dated January 11, 2019 (the "Credit Agreement") (effective upon, and
subject to the issuance of, the Notes and other customary closing conditions) to
remove certain existing "springing lien" provisions and related forms of pledge
and security and inter-creditor agreements, and make other clarifying and
The foregoing description is qualified in its entirety by reference Amendment
No. 1 to the Credit Agreement, a copy of which is attached as Exhibit 10.1 and
is 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 in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
4.1 Note Purchase Agreement dated June 30, 2020
4.2 First Amendment to 2013 Note Purchase Agreement
4.3 First Amendment to 2016 Note Purchase Agreement
4.4 First Amendment to 2017 Note Purchase Agreement
10.1 Amendment No. 1 to Credit Agreement
© Edgar Online, source Glimpses