1-800-FLOWERS.COM, INC. (NASDAQ:FLWS) Files An 8-K Entry into a Material Definitive Agreement
On August 20, 2020, 1-800-FLOWERS.COM, Inc. (the “Company”), certain of its U.S. subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, entered into a First Amendment (the “First Amendment”) to the Company’s existing second amended and restated credit agreement, dated as of May 31, 2019 (filed as Exhibit 10.1 to the Company’s Form 8-K filed on June 5, 2019) (the “Existing Credit Agreement;” the Existing Credit Agreement, as amended by the First Amendment, the “Amended Credit Agreement”).
The First Amendment amends the Existing Credit Agreement to, among other modifications to the Existing Credit Agreement, (i) increase the aggregate principal amount of the existing revolving credit commitments from $200.0 million to $250.0 million, (ii) establish a new tranche of term A-1 loans in an aggregate principal amount of $100.0 million (the “new term loan facility”), (iii) increase the working capital sublimit with respect to the revolving credit facility from $175.0 million to $200.0 million and (iv) increase the seasonally-reduced revolving credit commitments from $100.0 million to $125.0 million for the period from January 1 through August 1 for each fiscal year of the Company.
The Amended Credit Agreement contains customary provisions for the optional and mandatory prepayment of loans under the new term loan facility. Such loans, once prepaid, may not be reborrowed. The new term loan facility will mature on May 31, 2024. Proceeds of the borrowing under the new term loan facility may be used for working capital and general corporate purposes of the Company and its subsidiaries, subject to certain restrictions.
Amounts borrowed under the revolving credit facility may be prepaid and reborrowed. The revolving credit facility, and all commitments in respect thereof, will terminate, and any outstanding borrowings thereunder will mature, on May 31, 2024. Proceeds of borrowings under the revolving credit facility may be used for working capital and general corporate purposes of the Company and its subsidiaries, subject to certain restrictions.
The Amended Credit Agreement is secured by substantially all of the assets of the Company and its U.S. subsidiaries that are guarantors thereunder. For each borrowing under the Amended Credit Agreement, the Company may elect that such borrowing bear interest at an annual rate equal to either (1) a base rate plus the applicable margin for the relevant class of borrowing, which such margins vary based on the Company’s consolidated leverage ratio, where the base rate is the highest of (a) the prime rate, (b) the New York fed bank rate plus 0.5% and (c) a LIBOR rate plus 1% or (2) an adjusted LIBOR rate plus an applicable margin varying based on the Company’s consolidated leverage ratio.
The Amended Credit Agreement requires that, while any borrowings or commitments are outstanding, the Company comply with certain financial covenants and affirmative covenants as well as certain negative covenants that, subject to certain exceptions, limit the Company’s ability to, among other things, incur additional indebtedness, make certain investments and make certain restricted payments. The Amended Credit Agreement also contains customary representations and warranties and events of default, including payment defaults. If such an event of default occurs, the lenders would be entitled to take various actions, including the acceleration of amounts due under the Amended Credit Agreement and other actions permitted to be taken by a secured creditor.
In the ordinary course of their respective businesses, the lenders and their affiliates have engaged, and may in the future engage, in commercial banking and financing transactions with the Company and its affiliates.
The summary of certain terms of the First Amendment and the Amended Credit Agreement in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete text of the First Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
1 800 FLOWERS COM INC Exhibit
EX-10.1 2 a52271380_ex101.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version FIRST AMENDMENT,…
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About 1-800-FLOWERS.COM, INC. (NASDAQ:FLWS)
1-800-FLOWERS.COM, Inc. is a provider of gourmet food and floral gifts for all occasions. The Company offers gifts for every occasion, including fresh flowers and a selection of plants, gift baskets, gourmet foods, confections, candles, balloons and stuffed animals. The Company operates through three business segments: Consumer Floral, Gourmet Food and Gift Baskets, and BloomNet Wire Service. The Consumer Floral segment includes the operations of the Company’s flagship brand, 1-800-Flowers.com, FruitBouquets.com and Flowerama. The Gourmet Food and Gift Baskets segment includes the operations of Harry & David (which includes Wolferman’s, Moose Munch and Stockyards.com), Fannie May Confections Brands (which includes Harry London), Cheryl’s (which includes Mrs. Beasley’s), The Popcorn Factory, DesignPac and 1-800-Baskets. The BloomNet Wire Service segment includes the operations of BloomNet and Napco.
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