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EX-10.1 - EX-10.1 - COLLECTIVE BRANDS, INC. | c65923exv10w1.htm |
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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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 16, 2011
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
COLLECTIVE BRANDS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)
1-14770 (Commission File Number) |
43-1813160 (IRS Employer Identification No.) |
3231 Southeast Sixth Avenue
Topeka, Kansas 66607-2207
(Address of Principal Executive Office) (Zip Code)
Topeka, Kansas 66607-2207
(Address of Principal Executive Office) (Zip Code)
(785) 233-5171
(Registrants Telephone Number, Including Area Code)
(Registrants Telephone Number, Including Area Code)
COLLECTIVE BRANDS, INC.
(Former Name, if Changed Since Last Report)
(Former Name, 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 14a12 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))
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Item 1.01 Entry into a Material Definitive Agreement
On August 16, 2011, Collective Brands Finance, Inc. (the Borrower), a wholly-owned subsidiary of
Collective Brands, Inc. (the Company) entered into the Second Amended and
Restated Loan and Guaranty Agreement, dated August 16, 2011 (the Second Amended Revolving Credit
Agreement), among the Borrower, the guarantors party thereto, the Lenders party thereto and Wells
Fargo Bank, National Association, as the Administrative Agent, Wells Fargo Capital Finance, LLC as
Sole Lead Arranger and Sole Bookrunner, Bank of America, N.A. as Syndication Agent and JPMorgan
Chase Bank, N.A., as Documentation Agent which amends and restates that certain Loan, Guaranty and
Security Agreement with Wells Fargo Retail Finance, LLC as administrative agent and arranger, dated
as of January 15, 2004 and provides for a revolving line of
credit of up to $300 million with a letter of credit subfacility. The following description of the
Second Amended Revolving Credit Agreement does not purport to be complete and is qualified in its
entirety by reference to the Second Amended Revolving Credit Agreement which is included as Exhibit
10.1 to this Form 8-K and incorporated herein by reference. Capitalized terms not otherwise
defined herein have the same meaning ascribed to them in the Second Amended Revolving Credit
Agreement.
The Second Amended Revolving Credit Agreement continues to (A) rank pari passu in right of
payment and have the lien priorities specified in the intercreditor agreement executed in 2007, (B)
be guaranteed by the Company and all of the Borrowers Wholly Owned Domestic Subsidiaries and (C)
be secured by substantially all of the assets of the Borrower, the Company and other Guarantors,
with the Second Amended Revolving Credit Agreement having first priority in accounts, inventory and
certain related assets and the Borrowers 2007 term loan facility having first priority in
substantially all of the Borrowers and the guarantors remaining assets, including, intellectual
property, the capital stock of the Borrower and each Wholly Owned Domestic Subsidiary, any
intercompany notes owned by the Borrower and the Guarantors and 65% of the stock of non-U.S.
subsidiaries directly owned by the Borrower or by a guarantor.
The maximum availability under the Second Amended Revolving Credit Agreement is the amount
available under the Borrowing Base up to a maximum of $300,000,000. The Second Amended Revolving
Credit Agreement permits the Borrower to make optional prepayments, in whole or in part without
premium or penalty, and subject to the reimbursement of Lenders redeployment costs in the case of
a prepayment of LIBOR borrowings on a day other than the last day of the relevant interest period.
Loans under the Second Amended Revolving Credit Agreement will bear interest, at the Borrowers
option, at either (a) the Base Rate plus a margin of 0.75% to 1.25% per annum based on Average
Availability or (b) the LIBOR Rate plus a margin of
1.75% to 2.25% based on Average Availability.
The Borrower will pay a letter of credit fee under the Second Amended Revolving Credit Agreement at
a rate per annum equal to 1.25% to 1.75% for Documentary Letters of Credit and 1.75% to 2.25% for
Standby Letters of Credit based on Average Availability under the Second Amended Revolving Credit
Agreement.
After an Event of Default, all obligations under the Second Amended Revolving Credit Agreement will
bear interest (and letter of credit fees will accrue) at the otherwise applicable rate plus 2.0%
per annum at the election of the Agent or a majority of the Lenders.
The Second Amended Revolving Credit Agreement contains customary affirmative and negative covenants
binding upon the Borrower, the Company and other Guarantors. In addition, during any Covenant
Triggering Period (as defined), the Company and its Restricted Subsidiaries are required to
maintain a minimum consolidated Fixed Charge Coverage Ratio of 1:1 on a trailing 12 month basis.
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Covenant Triggering Period means a period commencing on the earliest to occur of (i)
the occurrence and continuation of an Event of Default, or (ii) the date on which Excess
Availability for the preceding five Business Day consecutive period shall either be less than 12.5%
of the Line Cap or less than $25,000,000, and continuing until the Excess Availability for the
preceding thirty day consecutive period shall be more than the greater of (i) 12.5% of the Line Cap
or (ii) $25,000,000 and Pro Forma and Projected Excess Availability for the subsequent sixty day
consecutive period shall either be more than the greater of (i) 12.5% of the Line Cap or (ii)
$25,000,000.
The Second Amended Revolving Credit Agreement also includes such events of default (and, as
appropriate, grace periods) and representations and warranties as are usual and customary for
financings of this kind.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant
See Item 1.01 which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibit | |
10.1
|
Second Amended and Restated Loan and Guaranty Agreement, dated August 16, 2011 (the Revolving Credit Agreement), among the Borrower, the guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as the Administrative Agent, Wells Fargo Capital Finance, LLC as Sole Lead Arranger and Sole Bookrunner, Bank of America, N.A. as Syndication Agent and JPMorgan Chase Bank, N.A., as Documentation Agent |
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SIGNATURES
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.
COLLECTIVE BRANDS, INC. |
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Date: August 17, 2011 | By: | /s/ Douglas G. Boessen | ||
Douglas G. Boessen | ||||
Division Senior Vice President, Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
Exhibit No. | Exhibit | |
10.1
|
Second Amended and Restated Loan and Guaranty Agreement, dated August 16, 2011, among the Borrower, the guarantors party thereto, the Lenders party thereto and Wells Fargo Bank, National Association, as the Administrative Agent, Wells Fargo Capital Finance, LLC as Sole Lead Arranger and Sole Bookrunner, Bank of America, N.A. as Syndication Agent and JPMorgan Chase Bank, N.A., as Documentation Agent |