LANDS' END, INC.

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LANDS' END, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

09/15/2020 | 06:02am

Item 1.01Entry into a Material Definitive Agreement.






Debt Arrangements




On September 9, 2020, Lands' End, Inc. (the "Company") entered into a term loan
credit agreement by and among the Company, Fortress Credit Corp., as
Administrative Agent and Collateral Agent and the other lender parties thereto
(the "Term Loan Credit Agreement") which provides a term loan facility of $275
million
(the "New Term Loan Facility"), the proceeds of which were used, along
with borrowings of $125 million under the Company's ABL Credit Agreement, by and
among the Company and the other parties thereto, dated as of November 16, 2017,
as amended to date (the "ABL Credit Agreement") to (i) repay all the
indebtedness under the Term Loan Credit Agreement, dated as of April 4, 2014, by
and among the Company, the financial institutions party thereto as lenders and
Bank of America, N.A. as administrative agent and collateral agent (the "Old
Term Loan Facility"), and (ii) pay fees and expenses in connection with the
financing.



In addition, on September 9, 2020, upon the repayment of all indebtedness under
the Old Term Loan Facility, the Second Amendment to the ABL Credit Agreement, by
and among Wells Fargo Bank, National Association (as Agent, L/C Issuer and Swing
Line Lender) and each of the Company's existing lenders under the ABL Credit
Agreement, dated August 12, 2020, became effective.



Maturity; Amortization and Prepayments



The New Term Loan Facility will mature on September 9, 2025, will amortize at a
rate equal to 1.25% per quarter, and is subject to mandatory prepayments in an
amount equal to a percentage of the borrower's excess cash flows in each fiscal
year, ranging from 0% to 75% depending on the Company's total leverage ratio,
and with the proceeds of certain asset sales, casualty events and extraordinary
receipts. The loan may not be voluntarily prepaid during the first two years of
its term. A prepayment premium is applicable to voluntary prepayments and
certain mandatory prepayments made prior to the fourth anniversary of the
closing date of the New Term Loan Facility.






Guarantees; Security




Pursuant to a Guaranty and Security Agreement, dated September 9, 2020, by the
Company and the other grantors party thereto, and Fortress Credit Corp., as
Agent (the "Guaranty and Security Agreement"), all obligations under the New
Term Loan Facility are unconditionally guaranteed by the Company and, subject to
certain exceptions, each of its existing and future direct and indirect
subsidiaries. The New Term Loan Facility is secured by a first priority security
interest in certain property and assets of the borrowers and guarantors,
including certain fixed assets such as real estate, stock of the subsidiaries
and intellectual property, in each case, subject to certain exceptions. The New
Term Loan Facility is also secured by a second priority security interest in
certain working capital of the borrowers and guarantors consisting primarily of
accounts receivable and inventory, with certain exceptions.






Interest; Fees




The interest rates per annum applicable to the loans under the New Term Loan
Facility are based on a fluctuating rate of interest measured by reference to,
at the borrower's election, either (1) an adjusted London inter-bank offered
rate ("LIBOR") (with a minimum rate of 1%) plus 9.75%, or (2) an alternative
base rate plus 8.75%.



An upfront fee equal to 3.00% of the principal amount of the New Term Loan
Facility was paid upon funding of the New Term Loan Facility. Customary agency
fees are payable annually.



Representations and Warranties; Covenants



The New Term Loan Facility contains various representations and warranties and
restrictive covenants that, among other things and subject to specified
exceptions, restrict the Company and its subsidiaries' ability to incur
indebtedness (including guarantees), grant liens, make investments, make
dividends or distributions with respect to capital stock, make prepayments on
other indebtedness, engage in mergers or change the nature of their business.



The New Term Loan Facility is subject to certain financial covenants, including
a quarterly maximum total leverage ratio test, a weekly minimum liquidity test
and an annual maximum capital expenditure amount.



The New Term Loan Facility contains certain affirmative covenants, including
reporting requirements such as delivery of financial statements, certificates
and notices of certain events, maintaining insurance, and providing additional
guarantees and collateral in certain circumstances.





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Events of Default




The New Term Loan Facility includes customary events of default including
non-payment of principal, interest or fees, violation of covenants, inaccuracy
of representations or warranties, cross default to certain other material
indebtedness, bankruptcy and insolvency events, invalidity or impairment of
guarantees or security interests, material judgments and change of control.



The foregoing description of the New Term Loan Facility is only a summary of the
material terms thereof, does not purport to be complete and is qualified in its
entirety by reference to the Term Loan Credit Agreement and the Guaranty and
Security Agreement, filed as Exhibits 4.1 and 4.2, respectively, to this Current
Report on Form 8-K, which are incorporated herein by reference.



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



The information described in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


Exhibit Number Exhibit Description
Term Loan Credit Agreement, dated September 9, 2020, among
4.1 Lands' End, Inc., as the Borrower, Fortress Credit Corp., as
Administrative Agent and Collateral Agent, and the lenders
party thereto
4.2 Guaranty and Security Agreement, dated September 9, 2020,
by Lands' End, Inc., as the Borrower, and the other grantors
party thereto and Fortress Credit Corp., as Agent.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)





































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