Attached files
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| EX-10.1 - EXHIBIT 10.1 - BURLINGTON COAT FACTORY WAREHOUSE CORP | ex10_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): January 15,
2010
Burlington
Coat Factory Investments Holdings, Inc.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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333-137917
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20-4663833
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(State
or other jurisdiction of incorporation)
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(Commission
file number)
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(IRS
Employer Identification Number)
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1830
Route 130 North
Burlington,
New Jersey 08016
(Address
of principal executive offices, including zip code)
(609)
387-7800
(Registrant’s
telephone number, including area code)
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):
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE
OF CONTENTS
Item
1.01. Entry
into a Material Definitive Agreement.
Item
2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of the Registrant.
Item
9.01. Financial
Statements and Exhibits.
SIGNATURE
Item
1.01. Entry
into a Material Definitive Agreement.
On
January 15, 2010, Burlington Coat Factory Warehouse Corporation (the “Company”)
as lead borrower, the borrowers party thereto (collectively with the Company,
the “Borrowers”), facility guarantors party thereto (the “Facility Guarantors”
and, together with the Borrowers, the “Loan Parties”), Bank of America, N.A. as
administrative agent (in such capacity, the “Administrative Agent”) and
collateral agent, the lenders party thereto (collectively, the “Lenders”), Wells
Fargo Retail Finance, LLC and Regions Bank as co-syndication agents, J.P. Morgan
Securities Inc. and UBS Securities LLC as co-documentation agents and General
Electric Capital Corporation, US Bank, National Association and SunTrust Bank as
senior managing agents, entered into an Amended and Restated Credit Agreement
(the “Amended Credit Agreement”), to amend various terms of the Company’s Credit
Agreement, dated as of April 13, 2006, as amended (the “Existing Credit
Agreement”).
Pursuant
to the Amended Credit Agreement, the Company and the Lenders agreed that, with
respect to certain of the Lenders under the Existing Credit Agreement (the
“Extending Lenders”), the termination date of the asset-based revolving credit
facility under the Existing Credit Agreement (the “Existing Facility”) would be
extended from May 28, 2011 (the “Existing Maturity Date”), to the earlier of (i)
February 5, 2014 and (ii) 45 days prior to the maturity date of the Company’s
term loan credit facility (the “Term Loan Facility”) unless the Pro Forma
Availability Condition (as defined and described below) has been satisfied or
the outstanding principal amount of the Term Loan Facility on such date maturing
on or before February 5, 2014 is not more than $75,000,000. The
commitments of certain of the other Lenders under the Existing Credit Agreement
(the “Non-Extending Lenders”) under the Existing Facility shall terminate on the
earlier of the Existing Maturity Date and the date on which the maturity of the
obligations is accelerated and the commitments under the Existing Facility are
terminated due to an event of default (the “Existing Termination
Date”).
Additionally,
under the Amended Credit Agreement, the aggregate amount of commitments has been
reduced from $800,000,000 to $721,000,000, through the termination of a
$65,000,000 tranche A-1 loan commitment on January 15, 2010, and the termination
of $14,000,000 in unused revolving credit facility commitments. The
Company may request to reinstate up to $65,000,000 of the tranche A-1
commitments on or after January 15, 2010 with the consent of lenders holding a
majority of the commitments. The Company may also prepay the
Non-Extending Lenders and terminate their commitments at any time after April
15, 2010, without penalty or premium, with such applicable Non-Extending
Lender’s consent and subject to certain conditions, including the Pro Forma
Availability Condition. Prepayments to any Non-Extending Lender may
be made without a pro rata repayment to, or termination of the commitment of,
any other Lender. The Company has maintained the ability to increase
the size of the facility in an aggregate amount not to exceed $900,000,000,
subject to the availability of lenders willing to increase their commitments
and/or commitments of new lenders satisfactory to the Company and the
Administrative Agent.
With
respect to the Extending Lenders, the interest rates under the Amended Credit
Agreement are based on: (i) for LIBO loans for any interest period, at a rate
per annum equal to (a) the LIBO rate as determined by the Administrative Agent,
for such interest period multiplied by the Statutory Reserve Rate (as defined in
the Amended Credit Agreement)(the “Adjusted LIBO Rate”), plus an applicable
margin of (x) 3.50% from January 15, 2010 to June 1, 2010 or (y) 3.25%, 3.50% or
3.75% after June 1, 2010, based on Availability (as defined and described below)
for the most recently ended Fiscal Quarter (as defined in the Amended Credit
Agreement); and (ii) for prime rate loans, a rate per annum equal to the highest
of (a) the variable annual rate of interest then announced by Bank of America,
N.A. at its head office as its “prime rate”, (b) the federal funds rate in
effect on such date plus 0.50% per annum, or (c) the Adjusted LIBO
Rate in effect on January 15, 2010 and on each 30-day period after
January 15, 2010 plus 1.00% per annum, plus an applicable margin of (x) 2.50%
from January 15, 2010 to June 1, 2010 or (y) 2.25%, 2.50% or 2.75% after June 1,
2010, based on Availability for the most recently ended Fiscal
Quarter. With respect to the Non-Extending Lenders, the interest
rates shall be the same as those set forth under the Existing Credit
Agreement.
Under the
Amended Credit Agreement, the Loan Parties must satisfy a pro forma credit
availability condition (the “Pro Forma Availability Condition”) as follows: (i)
for each of the 30 consecutive days preceding the Existing Termination Date (or
any earlier date on which commitments of the Non-Extending Lenders are
voluntarily reduced or prepaid) and on a pro forma basis after giving effect to
the termination of the commitments of the Non-Extending Lenders and the
repayment of the obligations owed to the Non-Extending Lenders on the Existing
Termination Date, Availability of not less than $90,00,000 and (ii) on a pro
forma and projected basis for each of the six months immediately following, and
after giving effect to, the termination of the commitments of the Non-Extending
Lenders and repayment of the obligations owed to the Non-Extending Lenders on
the Existing Termination Date, based on projections prepared by the Loan Parties
at the time of the Existing Termination Date, Availability of not less than
$90,000,000. Except for the periods described in the preceding
sentence, the Loan Parties must not permit Availability at any time to be less
than the greater of (i) 10% of the lesser of (a) the then borrowing base under
the Amended Credit Agreement or (b) a revolving credit ceiling of $721,000,000
(as reduced or increased in accordance with the terms of the Amended Credit
Agreement, the “Revolving Credit Ceiling”), and (ii)
$50,000,000. “Availability” under the Amended Credit Agreement
means the lesser of (a) the Revolving Credit Ceiling minus the outstanding
credit extensions and (b) the borrowing base minus the outstanding credit
extensions.
Further,
pursuant to the Amended Credit Agreement, the “Payment Conditions” under the
Existing Agreement now provide for the consolidated fixed charge coverage ratio
applied to the Loan Parties to be tested on a trailing twelve-month basis and
limit the Loan Parties’ ability to provide a solvency opinion in lieu of
satisfying the Pro Forma Availability Condition and minimum consolidated fixed
charge coverage ratio prior to making permitted acquisitions and certain
restricted payments.
Under the
Amended Credit Agreement, in addition to certain customary administrative and
other fees, the Borrowers must pay the Administrative Agent, for the account of
the Extending Lenders, an aggregate fee equal to either (i) 0.50% of the average
daily balance of unused loan commitments if they are less than or equal to 50%
of the total commitments during the Fiscal Quarter just ended (or other relevant
period), or (ii) 0.75% of the average daily balance of unused loan commitments
if they are greater than 50% of the total commitments, during the Fiscal Quarter
just ended (or other relevant period). The fees paid to the
Non-Extending Lenders for unused commitments shall be the same as those set
forth in the Existing Credit Agreement.
The
Amended Credit Agreement contains customary representations and warranties,
subject to limitations and exceptions, and customary covenants restricting the
Loan Parties and their subsidiaries’ ability to, among other things, and subject
to various exceptions, (1) declare dividends, make distributions or redeem or
repurchase capital stock, (2) prepay, redeem or repurchase other debt, (3) incur
liens or grant negative pledges, (4) make loans and investments and enter into
acquisitions, (5) incur additional indebtedness, (6) make capital expenditures,
(7) engage in mergers, acquisitions and asset sales, (8) conduct transactions
with affiliates, (9) alter the nature of their businesses, or (10) change their
fiscal year. The Loan Parties and their subsidiaries’ are also
required to comply with various customary affirmative covenants.
Events of
default under the Amended Credit Agreement include, but are not limited to, (1)
the Loan Parties’ failure to pay principal, interest, fees or other amounts
under the Amended Credit Agreement when due (taking into account any applicable
grace period), (2) any representation or warranty proving to have been
materially incorrect when made, (3) covenant defaults subject, with respect to
certain covenants, to a grace period, (4) bankruptcy events, (5) a cross default
to certain other debt, (6) certain undischarged judgments (not paid within an
applicable grace period), (7) certain ERISA-related defaults, (8) challenges to
and/or the invalidity or impairment of specified security interests and (9)
certain change of control events.
The above
summary does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amended Credit 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 of a Registrant.
The
disclosures under Item 1.01 of this Current Report on Form 8-K relating to the
Amended Credit Agreement are also responsive to Item 2.03 of this report and are
incorporated by reference into this Item 2.03.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Amended
and Restated Credit Agreement, dated as of January 15, 2010,
among Burlington Coat Factory Warehouse Corporation, as Lead Borrower, the
Borrowers and the Facility Guarantors party thereto, Bank of America,
N.A., as Administrative Agent and as Collateral Agent, the Lenders party
thereto, Wells Fargo Retail Finance, LLC and Regions Bank, as
Co-Syndication Agent, J.P. Morgan Securities Inc. and UBS Securities LLC,
as Co-Documentation Agents and General Electric Capital Corporation, US
Bank, National Association and Suntrust Bank as Senior Managing
Agents.
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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 hereunto
duly authorized.
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BURLINGTON
COAT FACTORY
INVESTMENTS
HOLDINGS, INC.
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By:
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/s/
Robert L. LaPenta, Jr.
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Robert
L. LaPenta, Jr.
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Vice
President and Treasurer
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Dated: January 19
, 2010
EXHIBIT
INDEX
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Exhibit
No.
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Description
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Amended
and Restated Credit Agreement, dated as of January 15, 2010,
among Burlington Coat Factory Warehouse Corporation, as Lead Borrower, the
Borrowers and the Facility Guarantors party thereto, Bank of America,
N.A., as Administrative Agent and as Collateral Agent, the Lenders party
thereto, Wells Fargo Retail Finance, LLC and Regions Bank, as
Co-Syndication Agent, J.P. Morgan Securities Inc. and UBS Securities LLC,
as Co-Documentation Agents and General Electric Capital Corporation, US
Bank, National Association and Suntrust Bank as Senior Managing
Agents.
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