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EX-99.2 - EX-99.2 - SAKS INCd512011dex992.htm
EX-99.1 - EX-99.1 - SAKS INCd512011dex991.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): March 28, 2013

 

 

SAKS INCORPORATED

 

 

 

Tennessee   1-13113   62-0331040

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

12 East 49th Street, New York, New York 10017

(212) 940-5305

 

 

Check the appropriate box 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.

Reference is made to the Second Amended and Restated Credit Agreement, dated as of November 23, 2009, among Saks Incorporated (the “Company”), the other Borrowers named therein, the various financial institutions now or hereafter parties thereto, as Lenders, Wells Fargo Retail Finance, LLC, as Agent, Wells Fargo Retail Finance, LLC and General Electric Capital Corporation, as Co-Collateral Agents, Regions Bank, as Syndication Agent, and General Electric Capital Corporation, as Documentation Agent (the “Credit Agreement”) filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on November 24, 2009 as amended by Amendment No. 1 dated as of March 29, 2011 filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on April 1, 2011.

On March 28, 2013, the Company, the other Borrowers named therein and the lenders under the Credit Agreement entered into Amendment No. 2 to the Credit Agreement (the “Amendment”). The Amendment increases the maximum availability from $500 million to $600 million. The Amendment also extends the Stated Termination Date (as defined in the Credit Agreement) of the Credit Agreement from March 29, 2016 to March 28, 2018.

The Amendment also revises certain terms and covenants contained in the Credit Agreement. As amended by the Amendment, the interest rates under the Credit Agreement will vary with usage and are in the range of LIBOR plus 1.50% to LIBOR plus 2.00% compared to LIBOR plus 2.0% to LIBOR plus 2.5% previously. The Company also will now pay unused line fees that vary with usage and decrease to 0.25% to 0.375% per annum from 0.375% to 0.50% per annum previously. The Amendment also increases the advance rate for eligible inventory that is included in the borrowing capacity formula to 90% from 85% previously.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Item 1.01 of this Current Report on 8-K is incorporated herein by this reference.

 

Item 7.01. Regulation FD Disclosure.

On March 28, 2013, the Company issued the press release, which is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item, announcing the execution of the Amendment.


Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

See Exhibit Index immediately following signature page.


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.

 

Dated: March 29, 2013     SAKS INCORPORATED
    By:  

/s/ Kevin G. Wills

    Name:   Kevin G. Wills
    Title:   Executive Vice President and Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Amendment No. 2, dated as of March 28, 2013, to the Second Amended and Restated Credit Agreement, dated as of November 23, 2009, among the Company, the other Borrowers named therein, the various financial institutions now or hereafter parties thereto, as Lenders, Wells Fargo Retail Finance, LLC, as Agent, Wells Fargo Retail Finance, LLC and General Electric Capital Corporation, as Co-Collateral Agents, Regions Bank, as Syndication Agent, and General Electric Capital Corporation, as Documentation Agent
99.2    Press Release issued by Saks Incorporated, dated March 28, 2013 (furnished only)