BELMOND LTD. (NYSE:BEL) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01. Entry into a Material Definitive Agreement
On July3, 2017, Belmond Ltd. (the “Company”) amended and restated its existing senior secured credit facility (as previously amended, the “Existing Credit Agreement”) that had been entered into on March21, 2014. The Company entered into the amended and restated credit facility (the “A&R Credit Agreement”) with its wholly-owned subsidiary Belmond Interfin Ltd. (the “Borrower”); the lenders from time to time party thereto; Barclays Bank PLC, as administrative agent, collateral agent and swingline lender; Barclays Bank PLC, Fifth Third Bank and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint book running managers; and Credit Agricole Corporate and Investment Bank and HSBC Bank USA, National Association, as senior co-managers.
The A&R Credit Agreement increases the principal borrowed under the credit facility through an increase in the term loan under the credit facility, extends the credit facility’s maturity dates and decreases the applicable interest rates imposed on borrowings under the credit facility, as described below.
The credit facility under the A&R Credit Agreement consists of a $603.4 million seven-year term loan and a $100 million five-year, multi-currency revolving credit facility. The term loan consists of a $400 million U.S. dollar-denominated tranche and a €179 million euro-denominated tranche ($203.4 million as of the closing date). This compares to the Existing Credit Agreement, which at June30, 2017 consisted of a $498.7 million seven-year term loan with balances of $333.8 million on the U.S. dollar-denominated term loan tranche and €145.1 million on the euro-denominated term loan tranche ($164.9 million as of the closing date), and a $105 million five-year, multi-currency revolving credit facility, of which $45.0 million had been drawn and was outstanding as of June 30, 2017.
The Company utilized the term loan proceeds to repay the then-outstanding term loan and revolving credit facility balances, as well as for fees and expenses associated with entering into the A&R Credit Agreement. The Company intends to utilize the majority of the balance of the proceeds for future capital needs related to the Company’s 2020 strategic growth plan. The Company intends to use the multi-currency revolving credit facility for general corporate purposes.
Interest on the U.S. dollar-denominated tranche of the term loan will be calculated at LIBOR plus a 2.75% margin, and interest on the euro-denominated tranche will be calculated at EURIBOR plus a 3.00% margin.
The A&R Credit Agreement is guaranteed by the Company and the existing and subsequently acquired direct and indirect wholly-owned material restricted subsidiaries of the Company and the Borrower organized in the United States, England and Wales, Bermuda, Hong Kong, Singapore, Russia,Italy,Ireland and other agreed jurisdictions. The A&R Credit Agreement is secured by a perfected pledge of a security interest in all of the capital stock issued by the Borrower and by each guarantor (other than the Company) directly held by the Borrower or any other guarantor, and is also secured by substantially all other tangible and intangible personal property of the Borrower and each guarantor.
The A&R Credit Agreement includes customary representations, warranties, affirmative covenants, negative covenants (including a limitation on payment of dividends and, solely in respect of the multi-currency revolving credit facility, a maximum senior secured net leverage ratio, tested quarterly) and events of default.
The foregoing description of the A&R Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Credit Agreement, which is filed as Exhibit10.1 to this Current Report on Form8-K.
ITEM 9.01. Financial Statements and Exhibits
|
(d) |
Exhibits |
|
10.1 |
Amended and Restated Credit Agreement dated July3, 2017, among Belmond Ltd., Belmond Interfin Ltd., the lenders from time to time party thereto, Barclays Bank PLC, Credit Agricole Corporate and Investment Bank, HSBC Bank USA, National Association, Fifth Third Bank and JPMorgan Chase Bank, N.A. |