BIG 5 SPORTING GOODS CORPORATION (NASDAQ:BGFV) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On September29, 2017, Big 5 Corp. (the “Company”), a wholly-owned subsidiary of Big 5 Sporting Goods Corporation (the “Parent”), Big 5 Services Corp., a wholly-owned subsidiary of the Company, and the Parent entered into a Third Amendment to Credit Agreement (“Third Amendment”) with Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent, Collateral Agent and Swing Line Lender, and the other lenders party thereto, which amended certain provisions of the Credit Agreement between the parties made as of October18, 2010, as previously amended by the First Amendment to Credit Agreement made as of October31, 2011, and the Second Amendment to Credit Agreement made as of December19, 2013 (as amended, the “Credit Agreement”).
The Third Amendment extended the maturity date of the Credit Agreement from December19, 2018 to September29, 2022. The Third Amendment did not change the $140.0 million aggregate committed availability under the Credit Agreement, which amount may be increased at the Company’s option up to a maximum of $165.0 million. The Company continues to be able to request additional increases in aggregate availability, up to a maximum of $200.0 million, in which case the existing lenders under the Credit Agreement will have the option to increase their commitments to accommodate the requested increase. If such existing lenders do not exercise that option, the Company may (with the consent of Wells Fargo, not to be unreasonably withheld) seek other lenders willing to provide such commitments. The Third Amendment includes a provision which permits the Company to elect to reduce the aggregate committed availability under the Credit Agreement to $100.0 million for a three-month period each calendar year.
After giving effect to the Third Amendment, the applicable interest rate on borrowings will be a function of the daily average, over the preceding fiscal quarter, of the excess of amounts available under the revolving credit facility provided by the Credit Agreement (the “Credit Facility”) over amounts borrowed (such amount being referred to as the “Average Daily Availability”). Those loans designated as LIBO rate loans shall bear interest at a rate equal to the then applicable adjusted LIBO rate plus an applicable margin as shown in the table below. Those loans designated as base rate loans shall bear interest at a rate equal to the applicable margin for base rate loans (as shown below) plus the highest of (a)the Federal funds rate, as in effect from time to time, plus one-half of one percent (0.50%), (b)the LIBO rate, plus one percent (1.00%), or (c)the rate of interest in effect for such day as announced from time to time within Wells Fargo as its “prime rate.” The applicable margin for all loans will be a function of Average Daily Availability for the preceding fiscal quarter as set forth below.
|
Level |
Average Daily Availability |
LIBORate ApplicableMargin |
BaseRate ApplicableMargin |
|
I |
Greaterthanorequalto $70,000,000 |
1.25% | 0.25% |
|
II |
Less than $70,000,000 | 1.375% | 0.50% |
The foregoing summary of the Third Amendment is qualified in its entirety by the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
|
Exhibit No. |
Description |
| 10.1 | Third Amendment to Credit Agreement dated as of September 29, 2017. |
Exhibit Index
BIG 5 SPORTING GOODS Corp ExhibitEX-10.1 2 d439132dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment to Credit Agreement (this Amendment) is made as of the 29th day of September,…To view the full exhibit click here
About BIG 5 SPORTING GOODS CORPORATION (NASDAQ:BGFV)
Big 5 Sporting Goods Corporation is a sporting goods retailer in the western United States. The Company offers a range of products in a sporting goods store format that averages approximately 11,000 square feet. The Company also offers products online through its e-commerce platform. The Company’s product mix includes athletic shoes, apparel and accessories, as well as a range of outdoor and athletic equipment for team sports, fitness, camping, hunting, fishing, tennis, golf, winter and summer recreation and roller sports. It purchases merchandise from sporting goods equipment manufacturers, athletic footwear manufacturers and apparel manufacturers. It offers products of brands, such as adidas, Crocs, Franklin, JanSport, Rawlings, Spalding, Asics, Crosman, Head, Lifetime, Razor, Speedo, Bearpaw, Dickies, Heelys, Mizuno, Easton, Hillerich & Bradsby, Mossberg and Russell Athletic. It operates approximately 440 stores and an e-commerce platform under the Big 5 Sporting Goods.