Attached files
| file | filename |
|---|---|
| EX-10.1 - SECOND AMENDMENT - BURLINGTON COAT FACTORY WAREHOUSE CORP | exhibit10-1.htm |
|
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
DC 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 25,
2010
|
||
|
Burlington
Coat Factory Investments Holdings, Inc.
(Exact
Name of Registrant As Specified In Charter)
|
||
|
Delaware
(State
or Other Jurisdiction of Incorporation)
|
333-137917
(Commission
File Number)
|
20-4663833
(IRS
Employer Identification No.)
|
|
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:
[ ]
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
February 25, 2010, Burlington Coat Factory Warehouse Corporation (“BCFWC”), the
Facility Guarantors from time to time party thereto, Bear Stearns Corporate
Lending Inc., as administrative agent (in such capacity, the “Administrative
Agent”) and as collateral agent (in such capacity, the “Collateral Agent”), and
the Lenders party thereto from time to time, entered into a Second Amendment
(the “Amendment”) to BCFWC’s Term Loan Credit Agreement, dated as of April 13,
2006 (as amended by that certain First Amendment to Credit Agreement dated as of
December 12, 2006, the “Credit Agreement”). In order to conform to
the predominant fiscal calendar used within the retail industry, BCFWC effected
the Fiscal Year Change (as defined in Item 5.02 of this report). The
Amendment amends certain provisions of the Credit Agreement to account for the
Fiscal Year Change. Specifically, the Amendment:
|
·
|
Clarifies
the annual, quarterly and monthly fiscal periods of BCFWC from and after
the effective date of the Fiscal Year
Change;
|
|
·
|
Provides
that Consolidated EBITDA (as defined in the Credit Agreement) will be
increased or decreased for any period to the extent necessary to eliminate
the effects during such period of any increase or decrease in legal,
auditing, consulting and accounting related expenses for such period
relating directly to the Fiscal Year Change compared to the amount of such
expenses that would have been incurred in such period had the Fiscal Year
Change not occurred;
|
|
·
|
Provides
for purposes of any calculation of Consolidated Interest Coverage Ratio
(as defined in the Credit Agreement), as of the last day of any fiscal
quarter ending on or after January 30, 2010 and prior to the completion of
the fiscal year ending the Saturday closest to January 31, 2011,
Consolidated EBITDA and Consolidated Interest Expense (as defined in the
Credit Agreement) will be determined for the most recent period of twelve
consecutive fiscal months of BCFWC and its subsidiaries ending on such
date;
|
|
·
|
Provides
that for purposes of any calculation of Consolidated Leverage Ratio (as
defined in the Credit Agreement), as of any date on or after January 30,
2010 and prior to the completion of the fiscal year ending the Saturday
closest to January 31, 2011, Consolidated EBITDA will be determined for
the most recent period of twelve consecutive fiscal months of BCFWC and
its subsidiaries ending on such date;
and
|
|
·
|
Provides
that annual amounts included in certain Credit Agreement definitions and
covenants be prorated for purposes of determining such amounts during the
fiscal year that is a Transition Period (as defined in Item 5.02 of this
report).
|
Pursuant
to the terms of the Second Amendment, BCFWC paid a fee to each Lender consenting
to the Second Amendment in the amount of 0.05% (or $376,154) of the
principal amount of such Lender’s outstanding loan under the Credit
Agreement.
The above
summary does not purport to be complete and is qualified in its entirety by
reference to the full text of the Amendment, a copy of which is attached hereto
as Exhibit 10.1, and is incorporated herein by reference.
|
Item
5.03
|
Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal
Year
|
On
February 25, 2010, the Board of Directors of each of Burlington Coat Factory
Holdings, Inc. (“Holdings”), Burlington Coat Factory Investments Holdings, Inc.
(“Investments”) and BCFWC (collectively with Holdings and Investments, the
“Company”) approved a change in the Company's fiscal year from a fiscal year
comprised of the twelve consecutive fiscal months ending on the Saturday closest
to May 31 to a fiscal year comprised of the twelve consecutive fiscal months
ending on the Saturday closest to January 31 (the “Fiscal Year
Change”). The Fiscal Year Change will be effective commencing with
the fiscal year ending on January 30, 2010. Investments intends to
file a transition report on Form 10-K covering the transition period of May 31,
2009 through January 30, 2010 (the “Transition Period”).
Item
9.01 Financial Statements and
Exhibits
(d) Exhibits
Exhibit
No. Description
|
10.1
|
Second
Amendment, dated as of February 25, 2010, to the Credit Agreement, dated
as of April 13, 2006 (as amended by the First Amendment dated December 12,
2006), among Burlington Coat Factory Warehouse Corporation, the Facility
Guarantors from time to time party thereto, Bear Stearns Corporate Lending
Inc., as administrative agent and as collateral agent, and the Lenders
party thereto from time to time.
|
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.
|
BURLINGTON
COAT FACTORY INVESTMENTS HOLDINGS, INC.
|
|
/s/ Robert
L. LaPenta, Jr.
|
|
Robert
L. LaPenta, Jr.
Vice
President and Treasurer
|
|
|
Date:
February 26, 2010
|
|
|
EXHIBIT
INDEX
|
Exhibit
No. Description
|
10.1
|
Second
Amendment, dated as of February 25, 2010, to the Credit Agreement, dated
as of April 13, 2006 (as amended by the First Amendment dated December 12,
2006), among Burlington Coat Factory Warehouse Corporation, the Facility
Guarantors from time to time party thereto, Bear Stearns Corporate Lending
Inc., as administrative agent and as collateral agent, and the Lenders
party thereto from time to time.
|