Item 1.01. Entry into a Material Definitive Agreement.
OnMarch 16, 2020 ,TrueBlue, Inc. (the "company") entered into an amendment of its Revolving Credit Facility (the "Amendment"). The original Revolving Credit Facility was entered into onJuly 13, 2018 and the company timely filed a related 8-K Current Report, which may be found on the company's website. The Amendment was entered into withBank of America, N.A . as administrative agent,BofA Securities, Inc. ,PNC Capital Markets LLC andWells Fargo Securities, LLC , as joint lead arrangers and joint bookrunners, andWells Fargo Bank, N.A .,PNC Bank, N.A. ,KeyBank, N.A. , andHSBC Bank USA , N. A. as co-agents, and the lenders. Pursuant to the Amendment, the company and the lenders agreed to modify certain provisions of the Revolving Credit Facility. In particular, the Maturity Date of the Revolving Credit Facility was extended fromJuly 13 of 2023 toMarch 16 of 2025 and the parties agreed to replace the previous provision for a LIBOR Successor Rate with a new provision that provides for a LIBOR Successor Rate that is one or more secured overnight financing rates or another alternate benchmark rate subject to certain conditions.
The Revolving Credit Facility as amended continues to provide a revolving line
of credit of up to
• Accordion. The Revolving Credit Facility contains an accordion feature which, subject to lender approval, provides the company with the option to increase the total amount of the facility up to$450 million . • Loan fees and interest. Under the terms of the Revolving Credit Facility, the company pays a variable rate of interest on the outstanding principal balance, a fee on outstanding letters-of-credit and a commitment fee. These rates are based on LIBOR or the base rate (highest of (a) Federal Funds Rate plus 0.50%, (b)Bank of American prime rate and (c) LIBOR plus 1.0%), plus an applicable spread, as set forth below: Consolidated leverage ratio Base rate loans Eurodollar loans Letters of credit Commitment fee < 1.00:1 0.25% 1.25% 1.00% 0.250% ? 1.00:1 but < 1.50:1 0.50% 1.50% 1.25% 0.275% ? 1.50:1 but < 2.00:1 0.75% 1.75% 1.50% 0.300% ? 2.00:1 but < 2.50:1 1.00% 2.00% 1.75% 0.325% ? 2.50:1 but < 3.00:1 1.25% 2.25% 2.00% 0.350% ? 3.00: 1 1.50% 2.50% 2.25% 0.375% Under the terms of the Revolving Credit Facility, letters-of-credit also include a fronting fee of 0.50%. • Collateral. Obligations under the Revolving Credit Facility are secured by certain collateral of the company and its domestic subsidiaries. • Covenants. The Revolving Credit Facility contains customary representations and warranties, events of default, and affirmative and negative covenants, including, among others, financial covenants based on the company's leverage and fixed charge coverage ratios. This description of the Revolving Credit Facility and the Amendment does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the credit agreement, which is attached as Exhibit 10.1 to this Form 8-K, and is 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. To the extent required by Item 2.03 of Form 8-K, the information contained or incorporated in Item 1.01 of this Form 8-K with respect to the Revolving Credit Facility as amended is incorporated by reference in this Item 2.03. --------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits. (d)Exhibits Exhibit Number Exhibit Description Filed Herewith 10.1 First Amendment to Credit agreement dated as of March 16, 2020 by and X among Bank of America, N.A.,Wells Fargo Bank , N.A., PNC
Bank, National
Association, Key Bank, HSBC andTrueBlue, Inc.
104 Cover page interactive data file - The cover page from this Current Report X
on Form 8-K is formatted as Inline XBRL
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