Item 1.01 Entry into a Material Definitive Agreement.
On April 22, 2020, Tractor Supply Company (the "Company") entered into a Second
Amendment to Credit Agreement (the "Second Amendment"), by and among the
Company, as Borrower, certain subsidiaries of the Company, certain lenders, and
Wells Fargo Bank, National Association, as Administrative Agent and Lender. The
Second Amendment amended the Company's Credit Agreement dated as of February 19,
2016 by and among the Company, certain subsidiaries of the Company, certain
lenders, Wells Fargo Bank, National Association as Administrative Agent, and
Regions Bank as Syndication Agent, for the lenders, as amended from time to time
(the "Senior Credit Facility") to, among other things, increase the option to
increase the aggregate principal amount of Revolving Loan Commitments and
Incremental Term Loans up to an amount not to exceed $650 million.
Simultaneously with the Second Amendment, the Company entered into an
Incremental Term Loan Agreement (the "Incremental Agreement"), by and among the
Company, as Borrower, certain subsidiaries of the Company, and Wells Fargo Bank,
National Association, as Administrative Agent and Lender, pursuant to such
increase in the loan commitments under the Senior Credit Facility, as amended by
the Second Amendment. The Incremental Agreement evidences the extension of a
term loan under the Senior Credit Facility in an amount equal to $350 million,
which is in addition to the Senior Credit Facility's existing term loan and
revolving credit facility.
The Incremental Agreement is unsecured and has a term expiring on April 21,
2021. Borrowings under the Incremental Agreement (i) will bear interest at a
variable rate, (ii) do not require principal payments prior to the maturity
date, (iii) may be prepaid at any time, and (iv) has other terms materially
identical to the existing term loans under the Senior Credit Facility other than
the 364 day maturity date and a LIBOR floor of 0.75%. Proceeds from the
incremental $350 million term loan will be used for general business purposes.
Copies of the Second Amendment and the Incremental Agreement are filed as
Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. The descriptions above are summaries of such
documents, do not purport to be complete, and are qualified in their entirety by
the complete texts of such agreements.
Item 2.02 Results of Operations and Financial Condition.
On April 23, 2020, the Company issued a press release reporting its results of
operations for the first fiscal quarter ended March 28, 2020.
A copy of the press release is furnished herewith as Exhibit 99.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 above is incorporated by reference into this
Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Second Amendment to Credit Agreement, dated April 22, 2020, by and among
the Company, as Borrower, certain subsidiaries of the Company, certain lenders,
and Wells Fargo Bank, National Association, as Administrative Agent and Lender.
10.2 Incremental Term Loan Agreement, dated as of April 22, 2020, by and among
the Company, as Borrower, certain subsidiaries of the Company, and Wells Fargo
Bank, National Association, as Administrative Agent and Lender.
99.1 Press Release of Tractor Supply Company dated April 23, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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