Item 1.01. Entry into a Material Definitive Agreement
Indenture
On
The Notes bear interest at a rate of 7.875% per year payable semi-annually in
arrears on
The Notes are unconditionally guaranteed on a senior-priority secured basis by the Company's current and future wholly-owned domestic subsidiaries that guarantee any of the Company's credit facilities, including the Company's ABL facility (the "ABL Facility") pursuant to the ABL Credit Agreement (as defined below), or certain future capital markets indebtedness of the Company or guarantors.
The Notes and the related guarantees are secured by (i) first-priority liens on the Company's Cash Flow Priority Collateral (as defined in the Indenture), and (ii) a second-priority liens on the Company's ABL Priority Collateral (as defined in the Indenture), in each case subject to permitted liens described in the Indenture.
In connection with the issuance of the Notes and execution of the Indenture, the
Company and the Guarantors entered into a pledge and security agreement, dated
as
The Notes are subject to the terms of the intercreditor agreement which governs the relative rights of the secured parties in respect of the ABL Facility and the Notes (the "Intercreditor Agreement"). The Intercreditor Agreement restricts the actions permitted to be taken by the Collateral Agent with respect to the Collateral on behalf of the holders of the Notes. The Notes are also subject to the terms of the seller note subordination agreement which governs the relative rights of the secured parties in respect of the Seller Note (as defined therein), the ABL Facility and the Notes.
At any time prior to
If the Company experiences a Change of Control (as defined in the Indenture), the Company is required to offer to repurchase the Notes at 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Indenture contains covenants that, among other things, limit the Company's ability and the ability of its restricted subsidiaries to incur or guarantee additional indebtedness, pay dividends or make other restricted payments, make certain investments, incur restrictions on the ability of the Company's restricted subsidiaries that are not guarantors to pay dividends or make certain other payments, create or incur certain liens, sell assets and subsidiary stock, impair the security interests, transfer all or substantially all of the Company's assets or enter into merger or consolidation transactions, and enter into transactions with affiliates. The Indenture provides for customary events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in the Indenture, failure to pay certain other indebtedness, failure of certain guarantees to be enforceable, failure to perfect certain collateral securing the Notes failure to pay certain final judgments, and certain events of bankruptcy or insolvency.
The foregoing summary and description of the Indenture and the Notes does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indenture, a copy of which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
Second Amended and Restated ABL Credit Agreement
On
The ABL Credit Agreement refinances, amends and restates the Amended Credit
Agreement, dated as of
Amounts available under the ABL Credit Agreement are subject to borrowing base
formulas and overadvances as specified in the ABL Credit Agreement. Borrowings
bear interest, at the Borrowers' option, at LIBOR plus a margin of 1.75% to
2.25% or an alternate base rate margin of 0.75% to 1.25% (defined as the
greatest of (i) the "prime rate" of
The foregoing summary and description of the ABL Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the ABL Credit Agreement, a copy of which is being filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligations or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
4.1 Indenture, dated as ofAugust 7, 2020 , amongG-III Apparel Group, Ltd. , the guarantors party thereto andU.S. Bank, National Association , as trustee and collateral agent, relating to the 7.875% Senior Secured Notes due 2025. 10.1 Second Amended and Restated ABL Credit Agreement, dated as ofAugust 7, 2020 , amongG-III Leather Fashions, Inc. ,Riviera Sun, Inc. ,CK Outerwear, LLC ,AM Retail Group, Inc. andThe Donna Karan Company Store LLC , as Borrowers, the other Borrowers party thereto, the Loan Guarantors party thereto, the Lenders party thereto andJPMorgan Chase Bank, N.A ., as the Administrative Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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