Item 1.01 Entry into a Material Definitive Agreement.
On
Under the DDTL Agreement, the Lenders have agreed to provide up to three
separate delayed draw term loans (each, a "Delayed Draw") to the Company in an
aggregate principal amount of up to
Subject to the terms and conditions of the DDTL Agreement, the Company may
request extensions of the stated termination date. Any commitments of the
Lenders to provide Delayed Draws ("DDTL Commitments") that remain undrawn will
automatically terminate on
Borrowings under the DDTL Agreement may be used by the Company for general working capital needs and other lawful corporate purposes, including tax payments, capital expenditures and other transactions. The terms of the DDTL Agreement include representations and warranties, affirmative and negative covenants (including certain financial covenants) and events of default that are customary for credit facilities of this nature. Upon the occurrence, and during the continuance, of an event of default, including but not limited to nonpayment of principal when due, failure to perform or observe certain terms, covenants or agreements under the DDTL Agreement, and certain defaults on other indebtedness, the Agent may terminate the obligation of the Lenders under the DDTL Agreement to make additional Delayed Draws and declare any outstanding obligations under the DDTL Agreement immediately due and payable. In addition, in the event of an actual or deemed entry of an order for relief with respect to the Company or any significant subsidiary of the Company under applicable bankruptcy laws, the obligation of each Lender to make additional Delayed Draws shall automatically terminate and any outstanding obligations under the DDTL Agreement shall immediately become due and payable.
Some of the Lenders under the DDTL Agreement, or their affiliates, have in the past or may in the future provide certain commercial and investment banking, cash management, foreign exchange, derivative, financial advisory and/or other services in the ordinary course of business for the Company and its subsidiaries, for which they received or will receive customary fees and commissions. The foregoing description of the DDTL Agreement does not purport to be a complete statement of the parties' rights and obligations under the DDTL Agreement and the transactions contemplated by the DDTL Agreement. The foregoing description of the DDTL Agreement is qualified in its entirety by reference to the DDTL Agreement, a copy of which is attached hereto 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
The information set forth under Item 1.01 of this Current Report on Form 8-K related to the DDTL Agreement is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Term Loan Agreement by and amongV.F. Corporation , as borrower, the lenders named therein,JPMorgan Chase Bank, N.A ., as Administrative Agent,Wells Fargo Securities, LLC ,JPMorgan Chase Bank, N.A ,PNC Bank National Association ,TD Securities (USA) LLC ,Truist Securities, Inc. andU.S. Bank National Association , as Joint Lead Arrangers and Joint Bookrunners,Wells Fargo Bank, National Association , as Syndication Agent, andPNC Bank National Association ,TD Bank, N.A .,Truist Bank andU.S. Bank National Association , as Documentation Agents, datedAugust 11, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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