Attached files
| file | filename |
|---|---|
| EX-99.1 - DRESS BARN INC | v167904_ex99-1.htm |
|
UNITED
STATES
|
||
|
SECURITIES
AND EXCHANGE COMMISSION
|
||
|
Washington,
D.C. 20549
|
||
|
FORM
8-K
|
||
|
CURRENT
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
|
||
|
SECURITIES
EXCHANGE ACT OF 1934
|
||
|
Date
of Report (Date of earliest event reported): November 25,
2009
|
||
|
THE DRESS BARN,
INC.
|
||
|
(Exact
name of registrant as specified in its charter)
|
||
|
Connecticut
|
||
|
(State
or other Jurisdiction of Incorporation)
|
||
|
0-11736
|
06-0812960
|
|
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
|
30
Dunnigan Drive, Suffern, New York
|
10901
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
|
Registrant's
telephone number, including area code (845) 369-4500
|
||
|
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
|
||
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2.
below):
|
||
|
¨
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|
||
|
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
||
|
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|
||
|
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
|
||
Item
1.01 – Entry into a Material Definitive Agreement
On
November 25, 2009, The Dress Barn, Inc. (the “Company”) and certain of its
domestic subsidiaries entered into a revolving credit agreement (the “Credit
Agreement”) with the lenders thereunder and JPMorgan Chase Bank, N.A., as
administrative agent, collateral agent, Swing Line Lender and L/C Issuer; Bank
of America, N.A, as co-syndication agent; U.S. Bank National Association, as
Documentation Agent; and J.P. Morgan Securities Inc. and Banc of America
Securities LLC, as joint lead arrangers and joint
bookrunners. The Credit Agreement replaces the Company’s prior
$100 million five-year credit facility entered into on December 21,
2005. The prior facility was scheduled to expire on December 21,
2010, but was terminated concurrent with the Credit Agreement becoming effective on November 25,
2009. We did not incur any material early termination penalties in
connection with the termination of the prior facility.
The
Credit Agreement provides a senior secured revolving credit facility up to $200
million and matures in 4 years. The credit facility may be used for the issuance
of letters of credit, to finance the acquisition of working capital assets in
the ordinary course of business and capital expenditures, and for general
corporate purposes. The Credit Agreement includes a $150 million letter of credit sublimit, of
which $25 million can be used for standby letters of credit, and a $20 million
swing loan sublimit. The interest rates, pricing and fees under the
Credit Agreement fluctuate based
on excess availability as defined in the Credit Agreement. There are no
borrowings outstanding under the Credit Agreement. Letters of credit totaling
$36.7 million that were outstanding under the prior facility at November 25,
2009 will be treated as letters of credit under the Credit Agreement for the
same amount.
The
Credit Agreement contains customary representations, warranties, and affirmative
covenants. The Credit Agreement also contains customary negative covenants,
subject to negotiated exceptions on (i) liens, (ii) investments, (iii)
indebtedness, (iv) significant corporate changes including mergers and
acquisitions, (v) dispositions, (vi) restricted payments and certain other
restrictive agreements. The Credit Agreement also contains customary
events of default, such as payment defaults, cross-defaults to other material
indebtedness, bankruptcy and insolvency, the occurrence of a defined change in
control, or the failure to observe the negative covenants and other covenants
related to the operation of the Company’s business.
The
Company’s obligations under the Credit Agreement are guaranteed by certain of
its domestic subsidiaries (the “Subsidiary Guarantors”). As collateral security
under the Credit Agreement and the guarantees thereof, the Company and the
Subsidiary Guarantors have granted to the administrative agent for the benefit
of the lenders, a first priority lien on substantially all of their tangible and
intangible assets, including, without limitation, certain domestic inventory,
but excluding real estate.
The above
description of the Credit Agreement is not complete and is qualified in its
entirety by the actual terms of the Credit Agreement, a copy of which is
attached to this report as Exhibit 99.1.
Item
1.02 – Termination of a Material Definitive Agreement
Upon the
execution and delivery of the Credit Agreement referred to in Item 1.01 of this
report on Form 8-K, the Company terminated its credit agreement dated as of
December 21, 2005 among the Company, the Lenders party thereto and JPMorgan
Chase Bank, N.A., a national banking association, as administrative agent and
collateral agent for such lenders.
Item
2.03 – Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information required by this item is included in Item 1.01 of this Current
Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number
|
Description
|
|
|
99.1
|
Credit
Agreement dated as of November 25, 2009, among The Dress Barn, Inc., a
Connecticut corporation, the Subsidiary Guarantors party thereto, the
Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative
Agent.
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
THE
DRESS BARN, INC.
|
|
(Registrant)
|
|
Date: November
30, 2009
|
|
/s/ Armand Correia
|
|
Armand
Correia
|
|
Executive
Vice President and Chief Financial Officer
|
|
(Principal
Financial and Accounting
Officer)
|