Item 1.01. Entry into a Material Definitive Agreement.
Term Loan Credit Agreement
On
The Term Loan bears interest at an annual rate based on LIBOR plus an interest rate margin of 2.50% subject to a 0.50% LIBOR floor (with a stepdown of the interest rate margin if RHI achieves a specified public corporate family rating). LIBOR is a floating interest rate that resets periodically during the life of the Term Loan. At the date of borrowing, the rate was set at the LIBOR floor of 0.50% plus 2.50% and the Term Loan was issued at a discount of 0.50% to face value. The Term Loan Credit Agreement contains customary provisions addressing future transition from LIBOR.
Proceeds of the Term Loan are expected to be used for general corporate
purposes. In addition, a portion of the proceeds are expected to be used to pay
the principal amount of RH's outstanding convertible notes that elect early
conversion. As of
The Term Loan Credit Agreement also provides for an accordion feature under
which RHI may request to add one or more incremental term loan facilities or
increase any then existing credit facility in an aggregate principal amount up
to
All obligations under the Term Loan are guaranteed by certain domestic
subsidiaries of RHI. Further, RHI and such subsidiaries have granted a security
interest in substantially all of their assets (subject to customary and other
exceptions) to secure the Term Loan. Substantially all of the collateral
securing the Term Loan also secures the loans and other credit extensions under
the Twelfth Amended and Restated Credit Agreement, dated as of
The borrowings under the Term Loan Credit Agreement may be prepaid in whole or in part at any time, subject to a prepayment premium of 1.0% in the event the facility is prepaid or repriced within the six months following the closing date of the Term Loan Credit Agreement.
The Term Loan Credit Agreement contains various restrictive and affirmative covenants including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size, but provides for unlimited exceptions in the case of incurring indebtedness, granting of liens and making investments, dividend payments, and payments of material junior indebtedness, subject to satisfying specified leverage ratio tests.
The Term Loan Credit Agreement does not contain a financial maintenance covenant.
The Term Loan Credit Agreement contains customary representations and warranties, events of defaults and other customary terms and conditions for a term loan credit agreement.
The above description is a summary of certain terms of the Term Loan Credit Agreement and is qualified in its entirety by reference to the Term Loan Credit Agreement, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under and
Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 1.01 above is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On
The information furnished with this report under 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 into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws, including, without limitation,
statements concerning the terms and conditions of the Term Loan Credit Agreement
and Intercreditor Agreement, the potential cost of capital made available to the
RH subsidiaries under such Term Loan Credit Agreement, the interest rate
associated with the Term Loan, the length of time the Term Loan may remain
outstanding, the potential use of proceeds of amounts borrowed under the Term
Loan Credit Agreement, the covenants and restrictions contained in the Term Loan
Credit Agreement and the ability of the loan parties to maintain compliance with
the terms and conditions of the Term Loan Credit Agreement and Intercreditor
Agreement, from time to time. You can identify forward looking statements by the
fact that they do not relate strictly to historical or current facts. These
statements may include words such as "if," "anticipate," "estimate," "expect,"
"project," "plan," "intend," "believe," "may," "will," "should," "likely" and
other words and terms of similar meaning in connection with any discussion of
the timing or nature of future events. We cannot assure you that future
developments affecting us will be those that we have anticipated. Important
risks and uncertainties that could cause actual results to differ materially
from our expectations include, among others, risks and uncertainties relating to
the aggregate overall level of indebtedness that we incur, the terms and
conditions of any debt financing including the Term Loan Credit Agreement, risks
and uncertainties concerning the use of proceeds with respect to any debt
financing including the Term Loan Credit Agreement, risks and uncertainties
related to our decisions regarding the allocation and uses of capital, risks and
uncertainties related to fluctuations in interest rates, risks and uncertainties
concerning whether the financial performance of the Company meets expectations,
and those other risks and uncertainties disclosed under the sections entitled
"Risk Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in RH's Annual Report on Form 10-K most recently
filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1 Term Loan Credit Agreement dated as ofOctober 20, 2021 , by and amongRestoration Hardware, Inc. as the borrower, the lenders party thereto andBank of America, N.A . as administrative agent and collateral agent. 99.1 Press Release datedOctober 25, 2021 announcing the completion of the debt financing in connection with the Term Loan Credit Agreement. 104 Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.
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