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EX-10.1 - PEETS COFFEE & TEA INC | v206352_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): December 21, 2010
Peet's Coffee & Tea,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Washington
(State
of jurisdiction)
|
0-32233
(Commission
File No.)
|
91-0863396
(IRS
Employer Identification No.)
|
1400 Park
Avenue
Emeryville,
California 94608-3520
(Address
of principal executive offices and zip code)
Registrant's
telephone number, including area code: (510) 594-2100
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))
|
Section
1 – Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
On December 21, 2010, Peet’s Coffee
& Tea, Inc. (the “Company”)
entered into a credit agreement with Wells Fargo Bank, National Association (the
“Bank”). The
credit agreement provides for a $50 million revolving line of credit, the
proceeds of which will be used for general corporate purposes, including funding
working capital, capital expenditures, share repurchases and other needs. This
credit agreement replaces the Company’s agreement with the Bank that matured on
December 1, 2010.
The Company’s obligations under the
line of credit are unconditionally guaranteed by Peet’s Operating Company, Inc.
in the principal amount up to $50 million. The line of credit has a
maturity date of maturity date of December 1, 2013.
Amounts drawn under the credit
agreement will bear interest (computed on the basis of a 360-day year, actual
days elapsed) either (i) at a fluctuating rate, determined on a daily basis, per
annum of the Daily One-Month LIBOR Spread above the rate of interest equal to
LIBOR then in effect for delivery for a 1 month period, or (ii) at a fixed rate
per annum of the Fixed LIBOR spread above LIBOR in effect on the first day of
the applicable period commencing on a business day and continuing for 1, 3, or 6
months, as designated by the Company. The Daily One-Month and Fixed LIBOR
spreads are based upon the Company’s leverage ratio calculated for the most
recent quarter as follows:
Leverage
Ratio
|
Daily
One-Month LIBOR or Fixed LIBOR Spread
|
|||
Greater
than 2.00 to 1.00
|
1.50 | % | ||
Less
than or equal to 2.00 to 1.00
|
1.00 | % |
The credit agreement contains customary
affirmative and negative covenants. The credit agreement also
includes financial covenants that require the Company to maintain a specified
leverage ratio and a minimum amount of net income. The credit
agreement includes customary events of default that permit the Bank to
accelerate the Company’s outstanding obligations, including nonpayment of
principal, interest, fees or other amounts, violation of covenants, failure to
make any payments when due with respect to certain other debt or certain
failures to comply with the terms of such other debt, entry of certain
judgments, inaccuracy of representations and warranties, occurrence of any event
or condition that has a material adverse effect, and upon the occurrence of
bankruptcy and other insolvency events and certain events relating to a
dissolution or liquidation of the Company or Peet’s Operating Company,
Inc.
The above description is merely a
summary and is qualified in its entirety by the terms of the Credit Agreement, a
copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Section
2 – Financial Information
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under
Item 1.01 is hereby incorporated by reference into this Item 2.03.
Section 9 –
Financial Statements and Exhibits
Item
9.01. Financial
Statements and Exhibits.
Exhibit
No.
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Description
|
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10.1
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Credit
Agreement by and between Peet’s Coffee & Tea, Inc. and Wells Fargo
Bank, National Association, dated December 21,
2010.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, Peet's Coffee &
Tea, Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Peet's
Coffee & Tea, Inc.
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||
Dated:
December 21, 2010
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By:
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/s/Tom Cawley
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Thomas
P. Cawley
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||
Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
|
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10.1
|
|
Credit
Agreement by and between Peet’s Coffee & Tea, Inc. and Wells Fargo
Bank, National Association, dated December 21,
2010.
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