Attached files
| file | filename |
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| EX-10.2 - FINISH LINE INC /IN/ | v175055_ex10-2.htm |
| EX-10.1 - FINISH LINE INC /IN/ | v175055_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): February 18, 2010
______________________
THE
FINISH LINE, INC.
(Exact
Name of Registrant as Specified in Charter)
______________________
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Indiana
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0-20184
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35-1537210
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||
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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3308
North Mitthoeffer Road,
Indianapolis,
Indiana
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46235
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(317)
899-1022
Registrant’s
telephone number, including area code:
N/A
(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:
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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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______________________
Item
1.01. Entry into a Material Definitive Agreement
New
Credit Agreement; Guaranty
On
February 18, 2010, The Finish Line, Inc. (the “Company”) and its directly or
indirectly wholly owned subsidiaries, The Finish Line USA, Inc., The Finish Line
Distribution, Inc., Finish Line Transportation Co., Inc. and Spike's Holding,
LLC (each a “Subsidiary Borrower” and, together, the “Subsidiary Borrowers”)
entered into an unsecured $50,000,000 Revolving Credit Facility Credit
Agreement (the “New Credit Agreement”) among the Company, the Subsidiary
Borrowers, the Guarantors (defined below) and certain lenders, which expires on
March 1, 2013. The New Credit Agreement also provides that, under
certain circumstances, the Company may increase the aggregate maximum amount of
the credit facility by up to an additional $50,000,000. The New
Credit Agreement will be used by the Company, among other things, to issue
letters of credit, support working capital needs, fund capital expenditures and
for other general corporate purposes.
The New
Credit Agreement and related loan documents replace the Company’s prior credit
facility dated as of February 25, 2005 and related loan documents, in each case
as amended from time to time (collectively, the “Prior Credit
Agreement”). All commitments under the Prior Credit Agreement were
terminated effective February 18, 2010.
Existing
letters of credit of $3,950,350 under the Prior Credit Agreement were deemed
issued under the New Credit Agreement. No advances were outstanding
under the Prior Credit Agreement as of February 18, 2010, and no advances were
borrowed under the New Credit Agreement on February 18, 2010. Accordingly, the
total revolving credit availability under the New Credit Agreement immediately
after the consummation of the New Credit Agreement was
$46,049,650. The Company’s ability to borrow monies in the future
under the New Credit Agreement is subject to certain conditions, including
compliance with certain covenants and making certain representations and
warranties.
To
maintain availability of funds under the New Credit Agreement, the Company will
pay a 0.25% per annum commitment fee on the revolving credit commitments under
the New Credit Agreement.
The
initial interest rates per annum applicable to amounts outstanding under the New
Credit Agreement are, at the Company’s option, either (a) the Base Rate as
defined in the New Credit Agreement (the “Base Rate”) plus a margin of 0.75% per
annum, or (b) the LIBOR Rate as defined in the New Credit Agreement (the “LIBOR
Rate”) plus a margin of 1.75% per annum. The margin over the Base
Rate and the LIBOR Rate under the New Credit Agreement may be adjusted quarterly
based on the consolidated leverage ratio of the Company and its subsidiaries, as
calculated pursuant to the New Credit Agreement. The maximum margin
over the Base Rate under the New Credit Agreement will be 1.0% per annum; the
maximum margin over the LIBOR Rate under the New Credit Agreement will be 2.0%
per annum. Interest payments under the New Credit Agreement are due
on the interest payment dates specified in the New Credit
Agreement.
Amounts
outstanding under the New Credit Agreement may be prepaid at the option of the
Company without premium or penalty, subject to customary breakage fees in
connection with the prepayment of a LIBOR Rate loan.
The
obligations under the New Credit Agreement generally are unsecured, except that,
upon a Collateralization Event (as defined in the New Credit Agreement), the
Company and the Subsidiary Borrowers will be deemed to have granted a security
interest in the Collateral (as defined in the New Credit Agreement), subject to
certain specified liens. In certain circumstances, such security
interest may be released (and may subsequently spring back into effect)
depending on whether the Collateralization Event is continuing (or a new
Collateralization Event has occurred).
The
Finish Line MA, Inc. and Paiva, LLC, wholly owned subsidiaries of the Company
(collectively, the “Guarantors”), have guaranteed the obligations of the Company
and the Subsidiary Borrowers under the New Credit Agreement. Any future
wholly-owned domestic subsidiaries of the Company or any Subsidiary Borrower
also are required to guarantee the obligations of the Company and the Subsidiary
Borrowers under the New Credit Agreement.
The New
Credit Agreement and related loan documents contain covenants that limit the
ability of the Company and its subsidiaries, among other things,
to:
• incur or guarantee
indebtedness;
• pay dividends or repurchase
stock;
• enter into transactions with
affiliates;
• consummate asset sales, acquisitions or
mergers;
• prepay certain other indebtedness;
or
• make investments.
The New
Credit Agreement requires compliance with the following financial covenants (in
each case calculated as set forth in the New Credit Agreement):
• minimum consolidated tangible net
worth; and
• maximum leverage
ratio.
The New
Credit Agreement contains customary events of default, including:
• failure to make required
payments;
• failure to comply with certain
agreements or covenants;
• certain cross-default
events;
• changes of control;
• certain events of bankruptcy and
insolvency; and
• failure to pay certain
judgments.
The
foregoing descriptions of the New Credit Agreement and the guaranty by the
Guarantors are qualified in their entirety by reference to such agreements,
copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this
Report.
Item
1.02 Termination of a Material Definitive Agreement
The
information included in Item 1.01 of this Report with respect to the Prior
Credit Agreement is incorporated by reference into this Item 1.02.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The
information included in Item 1.01 of this Report is incorporated by reference
into this Item 2.03.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
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Exhibit
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Description
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10.1
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Revolving
Credit Facility Credit Agreement, dated as of February 18, 2010, among The
Finish Line, Inc., The Finish Line USA, Inc., The Finish Line
Distribution, Inc., Finish Line Transportation Co., Inc., and Spike's
Holding, LLC as borrowers, The Finish Line MA, Inc. and Paiva, LLC as
guarantors, certain lenders and PNC Bank, National Association, as
Administrative Agent
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10.2
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Continuing
Agreement Of Guaranty And Suretyship - Subsidiaries, dated as of February
18, 2010, by The Finish Line MA, Inc. and Paiva, LLC in favor of the
lenders named therein
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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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The
Finish Line, Inc.
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Date:
February 22, 2010
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By:
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/s/
Edward W. Wilhelm
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Name:
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Edward
W. Wilhelm
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Title:
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Executive
Vice President, Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
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Description
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10.1
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Revolving
Credit Facility Credit Agreement, dated as of February 18, 2010, among The
Finish Line, Inc., The Finish Line USA, Inc., The Finish Line
Distribution, Inc., Finish Line Transportation Co., Inc., and Spike's
Holding, LLC as borrowers, The Finish Line MA, Inc. and Paiva, LLC as
guarantors, certain lenders and PNC Bank, National Association, as
Administrative Agent
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10.2
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Continuing
Agreement Of Guaranty And Suretyship - Subsidiaries, dated as of February
18, 2010, by The Finish Line MA, Inc. and Paiva, LLC in favor of the
lenders named therein
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