AT HOME GROUP INC. (NYSE:HOME) Files An 8-K Entry into a Material Definitive AgreementItem 2.03. Entry into a Material Definitive Agreement.
On July27, 2017, certain subsidiaries of At Home Group Inc. (the “Company”) entered into amendments to the Company’s existing senior secured credit facilities. At Home Holdings II Inc. (“Holdings”), At Home Holding III Inc. (“AHIII”), At Home Stores LLC (“Stores” and, together with AHIII, the “Borrowers”), and certain wholly-owned subsidiaries of Holdings (together with Holdings, the “Guarantors”), entered into the Seventh Amendment to Credit Agreement (the “ABL Amendment”) with Bank of America, N.A., as administrative agent, and the lenders party thereto (the “Lenders”), which amends the Credit Agreement, dated as of October5, 2011, as amended ( the “ABL Credit Agreement”), among Holdings, the Borrowers, Bank of America, N.A., as administrative agent swing line lender and letter of credit issuer, the other lenders and financial institutions from time to time party thereto.
to the ABL Amendment, the maximum committed principal amount of revolving credit loans was increased from $215 million to $350 million (with the letter of credit sublimit increased from $25 million to $50 million and the swingline sublimit increased from $10 million to $20 million). In addition, the maturity of the ABL Credit Agreement was extended to the earlier of July27, 2022 and 91 days prior to the maturity date of the term loans under the First Lien Credit Agreement, dated as of June 5, 2015 (as such date may be extended), certain pricing thresholds were adjusted and certain covenant restrictions were loosened. There are no financial maintenance covenants in the ABL Credit Agreement. However, during the existence of an event of default or when we fail to maintain availability of at least the greater of $15.0 million or 10% of the loan cap, the consolidated fixed charge coverage ratio on a rolling 12 month basis as of the end of any fiscal month must be 1.00 to 1.00 or higher.
Borrowings under the ABL Credit Agreement will continue to bear interest at a rate per annum equal to, at our option: (x)the higher of (i)the Federal Funds Rate plus 1/2 of 1.00%, (ii)the bank’s prime rate and (iii)LIBOR plus 1.00%, plus in each case, an applicable margin of 0.25% to 0.75% based on our availability or (y)the bank’s LIBOR rate plus an applicable margin of 1.25% to 1.75% based on our availability.
Under the ABL Credit Agreement, the revolving credit loans outstanding thereunder will continue to be secured by substantially all of our assets with a first priority lien on ABL priority collateral and a second priority lien (as between the ABL facility lenders and the term loan facility lenders) on all non-ABL priority collateral; provided, however, that real property will no longer form part of the collateral under the ABL Credit Agreement.
In addition to the ABL Amendment, the Company’s subsidiaries that are parties to the ABL Credit Agreement entered into a First Amendment, dated as of July27, 2017 to the First Lien Credit Agreement, dated as of June5, 2015, (the “Term Loan Amendment”) to permit the incurrence of additional indebtedness to the ABL Amendment and to make certain technical changes to conform to the terms of the ABL Amendment.
The foregoing descriptions of the ABL Amendment and the Term Loan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of theABL Amendment and the Term Loan Amendment, respectively, which are filed as Exhibits 10.1.8 and 10.2.1 to this Current Report on Form8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under anOff-BalanceSheet Arrangement of a Registrant.
The information set forth under Item 2.03 above is incorporated by reference into this Item 2.03.
Item 2.03. Financial Statements and Exhibits.
(d)Exhibits:
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ExhibitNumber |
Description |
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10.1.8 |
Seventh Amendment to Credit Agreement, dated July27, 2017, by and among At Home Holding IIIInc. and At Home StoresLLC, with At Home Holding IIInc. as parent guarantor, certain of At Home Holding IIInc.’s indirect wholly-owned domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Bank of America N.A., as administrative agent and collateral agent. |
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10.2.1 |
First Amendment to Senior Secured Term Loan Facility, dated July27, 2017, by and between At Home Holding IIIInc., with At Home Holding IIInc. as parent guarantor, certain of At Home Holding IIInc.’s indirect wholly-owned domestic subsidiaries as subsidiary guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent. |