Attached files
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EX-10.1 - EXHIBIT 10.1 - WARNACO GROUP INC /DE/ | c19079exv10w1.htm |
EX-10.6 - EXHIBIT 10.6 - WARNACO GROUP INC /DE/ | c19079exv10w6.htm |
EX-10.4 - EXHIBIT 10.4 - WARNACO GROUP INC /DE/ | c19079exv10w4.htm |
EX-10.5 - EXHIBIT 10.5 - WARNACO GROUP INC /DE/ | c19079exv10w5.htm |
EX-10.3 - EXHIBIT 10.3 - WARNACO GROUP INC /DE/ | c19079exv10w3.htm |
EX-10.2 - EXHIBIT 10.2 - WARNACO GROUP INC /DE/ | c19079exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 23, 2011
(June 17, 2011)
The Warnaco Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-10857 | 95-4032739 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
501 Seventh Avenue, New York, New York |
10018 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 287-8000
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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 June 17, 2011, The Warnaco Group, Inc. (the Registrant), Warnaco Inc.
(Warnaco), a direct wholly-owned subsidiary of the Registrant, Calvin Klein Jeanswear
Company (CK Jeans), an indirect wholly-owned subsidiary of the Registrant, and Warnaco
Swimwear Products Inc. (Warnaco Swimwear), an indirect wholly-owned subsidiary of the
Registrant, entered into a term loan agreement (the Term Loan Agreement) with the lenders
thereunder, JPMorgan Chase Bank, N.A. (JPMCB), as administrative agent and as collateral
agent, JPMCB, Bank of America, N.A., Deutsche Bank Securities Inc. (DBSI) and HSBC
Securities (USA) Inc. (HSBC), as co-syndication agents and J.P. Morgan Securities LLC,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, DBSI and HSBC, as joint arrangers and joint
bookrunners. Warnaco, CK Jeans and Warnaco Swimwear are co-borrowers on a joint and several basis
under the Term Loan Agreement (the Borrowers).
The Term Loan Agreement provides for a $200,000,000 senior secured seven-year term loan
facility. In addition, during the term of the Term Loan Agreement, the Borrowers may request
additional credit commitments for incremental term loan facilities in an aggregate amount not to
exceed $100,000,000 plus the aggregate principal amount of the term loans that the Borrowers have
voluntarily prepaid prior to the date of such request. The Borrowers may request a greater amount
to the extent that the Registrant meets certain financial tests set forth in the Term Loan
Agreement. The Term Loan Agreement does not require the Borrowers to comply with any financial maintenance covenants.
The proceeds of the term loan facility will be used for general corporate purposes, which
include funding acquisitions and internal growth, repaying indebtedness and repurchasing common
stock of the Registrant. The term loan facility matures on June 17, 2018.
The Term Loan Agreement provides interest rate options, at the Borrowers election, at (i) a
Base Rate (defined as the greatest of (x) JPMCBs prime rate, (y) one-month adjusted LIBOR rate
plus 1.00% and (z) the federal funds rate plus 0.50%) plus 1.75% or (ii) an adjusted LIBOR rate
(with a LIBOR floor of 1.00% per annum) plus 2.75%, in each case, on a per annum basis. In
addition, the term loan facility is subject to a 1.00% prepayment fee in the event it is refinanced
on or before June 17, 2012. There is currently $200,000,000 in term loans outstanding under the
Term Loan Agreement. The Borrowers must make mandatory prepayments of the term loans with the
proceeds of asset dispositions and insurance proceeds from casualty events (subject to certain
limitations), with a portion of any excess cash flow (as defined in the Term Loan Agreement)
generated by the Registrant and with the proceeds of certain issuances of debt (subject to certain
exceptions).
The Term Loan Agreement contains customary representations, warranties and affirmative
covenants. The Term Loan Agreement also contains customary negative covenants providing
limitations, subject to negotiated carve-outs, with respect to (i) incurrence of indebtedness and
liens, (ii) significant corporate changes including mergers and acquisitions with third parties,
(iii) investments, (iv) loans, (v) advances and guarantees to or for the benefit of third parties,
(vi) hedge agreements, (vii) certain restricted payments and (viii) transactions with affiliates
and certain other restrictive agreements, among others.
The Term Loan Agreement contains customary events of default, such as payment defaults,
cross-defaults to other material indebtedness, bankruptcy and insolvency, the occurrence of a
Change of Control (as defined), or the failure to observe the certain covenants therein. Upon an
event of default, the lenders may, among other things, declare any then outstanding
loans due and payable immediately.
The obligations of the Borrowers under the Term Loan Agreement are guaranteed by the
Registrant and its indirect domestic subsidiaries (collectively, the U.S. Guarantors)
pursuant to a Guaranty dated as of June 17, 2011 (the Guaranty).
As security for the obligations under the Term Loan Agreement and the guarantees thereof, the
Registrant, the Borrowers and each of the U.S. Guarantors have granted to the collateral agent for
the benefit of the lenders, pursuant to a Pledge and Security Agreement (the Pledge and
Security Agreement) , a first priority lien on all fixed asset collateral (including, without limitation, pledges of their equity
ownership in domestic subsidiaries and up to 66% of their equity ownership in first-tier foreign
subsidiaries), intellectual property, and
substantially all other personal property of the Borrowers and the U.S. Guarantors not constituting
ABL Priority Collateral (as defined below), and, in each case, proceeds thereof. In addition,
pursuant to the Pledge and Security Agreement, the Registrant, the Borrowers and each of the U.S.
Guarantors have granted a second priority security interest in accounts receivable, inventory,
deposit accounts and cash, checks and certain related assets (the ABL Priority
Collateral).
In connection with entering into the Term Loan Agreement, on June 17, 2011, (i) the
Registrant, Warnaco and the U.S. Guarantors entered into an amendment (the US ABL
Amendment) to Warnacos revolving credit agreement dated as of August 26, 2008 (the US
ABL Facility) and (ii) Warnaco of Canada Company, an indirect wholly-owned subsidiary of the
Registrant (Warnaco Canada), 4278941 Canada Inc., an indirect wholly-owned
subsidiary of the Registrant, the Registrant, Warnaco and the U.S. Guarantors entered into an
amendment (the Canadian ABL Amendment) to Warnaco Canadas revolving credit agreement
dated as of August 26, 2008 (the Canadian ABL Facility and together with the US ABL
Facility, the ABL Credit Facilities), in each case, permitting the Borrowers to incur the
indebtedness and grant the liens under the Term Loan Agreement, and
providing, among other things, for modifications to
the definitions of Change of Control, the eligibility criteria for receivables and certain
covenants relating to asset sales, prepayments of debt, permitted liens and permitted indebtedness.
In addition, on June 17, 2011, the Registrant, the Borrowers and the U.S. Guarantors executed
an Intercreditor Agreement (the Intercreditor Agreement), establishing certain priorities
with respect to the collateral that secures the Borrowers obligations under the ABL Credit
Facilities and the Term Loan Agreement. Pursuant to the Intercreditor Agreement, the secured
parties under the existing ABL Credit Facilities retain a first priority security interest in all
ABL Priority Collateral and a second priority security interest in all fixed asset collateral
(including, without limitation, pledges of their equity ownership in
domestic subsidiaries and up to 66% of their equity ownership in first-tier foreign subsidiaries),
intellectual property and substantially all other personal property of the Registrant, the
Borrowers and the U.S. Guarantors not constituting ABL Priority Collateral.
A copy of each of the Term Loan Agreement, the Guaranty, the Pledge and Security Agreement,
the Intercreditor Agreement, the U.S. ABL Amendment and the Canadian ABL Amendment (collectively,
the Agreements) are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6,
respectively, and each Agreement is incorporated herein by reference. The description of each
Agreement herein is qualified in its entirety by reference to such Agreement.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
See discussion under Item 1.01 above, which discussion is incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit 10.1 Term Loan Agreement Agreement, dated as of June 17, 2011, among Warnaco Inc., Calvin
Klein Jeanswear Company, Warnaco Swimwear Products Inc., The Warnaco Group, Inc., the lenders party
thereto and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent.*
Exhibit 10.2 Guaranty, dated as of June 17, 2011, by The Warnaco Group, Inc. and each of the other
entities listed on the signature pages thereto or that becomes a party thereto, in favor of
JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent, each lender, and each
other holder of an obligation thereunder.
Exhibit 10.3 Pledge and Security Agreement, dated as of June 17, 2011, by Warnaco Inc., Calvin
Klein Jeanswear Company, Warnaco Swimwear Products Inc., The Warnaco Group, Inc. and each of the
other entities listed on the signature pages thereto or that from time to time becomes a party
thereto, in favor of JPMorgan Chase Bank, N.A., as collateral agent for the secured parties
thereunder.*
Exhibit 10.4 Intercreditor Agreement, dated June 17, 2011, among JPMorgan Chase Bank, N.A., as
adminstrative agent and as collateral agent under the Term Loan Agreement and Bank of America,
N.A., as administrative agent and as collateral agent under each of the ABL Credit Facilities, and
acknowledged by the borrowers, The Warnaco Group, Inc, and the other loan parties party thereto.
Exhibit 10.5 Canadian ABL Amendment, dated as of June 17, 2011, among Warnaco of Canada Company,
the affiliates of the borrower party thereto, the lenders party thereto and Bank of America, N.A.,
as administrative agent and collateral agent.
Exhibit 10.6 US ABL Amendment, dated as of June 17, 2011, among Warnaco Inc., the affiliates of the
borrower party thereto, the lenders party thereto and Bank of America, N.A., as administrative
agent and collateral agent.
* | The registrant has requested confidential treatment with respect to certain portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. Such portions have been omitted from this exhibit and filed separately with the Securities and Exchange Commission. |
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.
THE WARNACO GROUP, INC. |
||||
Date: June 23, 2011 | By: | /s/ Lawrence R. Rutkowski | ||
Name: | Lawrence R. Rutkowski | |||
Title: | Executive Vice
President and Chief Financial Officer |