Blue Buffalo Pet Products, Inc. (NASDAQ:BUFF) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On May25, 2017, Blue Buffalo Pet Products, Inc. (the Company)
entered into a credit agreement (the Credit Agreement) among the
Company, as borrower, Citibank, N.A., as administrative agent,
and a syndicate of financial institutions, as lenders and other
agents. The Credit Agreement provides for a $120.0million
revolving facility (the Revolving Facility), of which up to
$10.0million is available for letters of credit, and for a
$400.0million term loan facility (the Term Facility). A majority
of the proceeds of the Term Facility were used to refinance the
existing credit facility of Blue Buffalo Company, Ltd., an
indirect, wholly-owned subsidiary of the Company.
All obligations under the Credit Agreement are guaranteed by each
of the material wholly-owned domestic restricted subsidiaries of
the Company, subject to certain exceptions. All obligations under
the Credit Agreement, and the guarantees of those obligations,
are secured by substantially all of the assets of the Company and
each guarantor, subject to customary exceptions, including:
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a pledge of 50% of the equity interests directly held by the Company and each guarantor in any wholly-owned material subsidiary of the Company or any guarantor (which pledge, in the case of any non-U.S. subsidiary of a U.S. subsidiary, will not include more than 65% of the voting stock of such non-U.S. subsidiary), subject to certain exceptions; and |
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a security interest in substantially all of tangible and intangible assets of the Company and each guarantor, subject to customary exceptions. |
to the Credit Agreement, $1.0million of the Term Facility must be
repaid each quarter commencing with the fiscal quarter of the
Company ending September30, 2017, with the remaining principal
balance of the Term Facility due upon maturity on May25, 2024.
Interest under the Revolving Facility is payable, at the Companys
option, either at a base rate (subject to a floor of 0.00% and
based on the highest of the prime rate, the overnight federal
funds rate plus 1 of 1.00% and the
one-month LIBOR rate plus 1.00%) plus an applicable margin of
1.00% per annum or a LIBOR-based rate (subject to a floor of
0.00%) plus an applicable margin of 2.00% per annum. Interest
under the Term Facility is payable, at the Companys option,
either at a base rate (subject to a floor of 0.00% and based on
the highest of the prime rate, the overnight federal funds rate
plus 1
of 1.00% and
the one-month LIBOR rate plus 1.00%) plus an applicable margin of
1.00% per annum or a LIBOR-based rate (subject to a floor of
0.00%) plus an applicable margin of 2.00% per annum. Such
applicable margins will be reduced by 0.25%, in each case, if
(i)the Companys Consolidated First Lien Gross Leverage Ratio (as
defined in the Credit Agreement) is less than or equal to 1.00 to
1.00 or (ii)the Company maintains credit rating equal to or
higher than Baa3 from Moodys and BBB- from SP.
The Credit
Agreement contains other customary terms, including
(i)representations, warranties and affirmative covenants,
(ii)negative covenants, including limitations on indebtedness,
liens, mergers, acquisitions, asset sales, investments,
distributions, prepayments of subordinated debt, and transactions
with affiliates, in each case subject to baskets, thresholds and
other exceptions, and a financial covenant to maintain certain
Consolidated First Lien Net Leverage Ratio levels as set forth in
the Credit Agreement, and (iii)customary events of default.
The
foregoing description of the Credit Agreement does not purport to
be complete and is qualified in its entirety by the terms of such
agreement, which is incorporated herein by reference and attached
to this report as Exhibit 10.1.
| Item1.02 |
Termination of a Material Definitive Agreement. |
On May25,
2017, in connection with the closing of the Credit Agreement, the
Company repaid in full approximately $382 million of borrowings
under the Credit Agreement, dated as of August8, 2012, by and
among Blue Pet Products, Inc., Blue Buffalo Company, Ltd., the
lenders from time to time party thereto and Citibank, N.A as
administrative agent (as amended from time to time, the Old
Credit Agreement). Such credit facilities and related agreements
and documents were terminated and amounts due and payable
thereunder were repaid upon the effectiveness of the Credit
Agreement. For more information about the Old Credit Agreement,
see the information under the heading Description of Indebtedness
under Part II, Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations in the Companys
Annual Report on Form 10-K for the fiscal year ended December31,
2016.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth in Item 1.01 of this report is incorporated
herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
|
Exhibit No. |
Description |
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| 10.1 |
Credit Agreement, dated as of May25, 2017, by and among Blue Buffalo Pet Products, Inc., the Lenders from time to time parties thereto, Citigroup Global Markets Inc. and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, Citibank, N.A., as Administrative Agent and JPMorgan Chase Bank, N.A., as Syndication Agent. |
About Blue Buffalo Pet Products, Inc. (NASDAQ:BUFF)
Blue Buffalo Pet Products, Inc. (BBPP) is a holding company. The Company, through its subsidiaries, develops, produces, markets and sells pet food under the BLUE Life Protection Formula, BLUE Wilderness, BLUE Basics, BLUE Freedom and BLUE Natural Veterinary Diet lines. Blue Buffalo Company, Ltd. (Blue), Blue Buffalo Import Mexico, S. de R.L. de C.V. and Blue Buffalo Mexico, S. de R.L. de C.V. are subsidiaries of BBPP. The Company categorizes its products as dry foods, and wet foods, treats and other products. The Company’s products are produced domestically at its Heartland facility and through contract manufacturers for distribution to retailers in specialty channels throughout the United States, Canada, Japan and Mexico. It has a product portfolio across various product types, including diet types, breed sizes for dogs, life stages and flavors. BLUE Wilderness is a high-meat, high-protein, grain-free ancestral feeding line. BLUE Freedom is a grain-free line. Blue Buffalo Pet Products, Inc. (NASDAQ:BUFF) Recent Trading Information
Blue Buffalo Pet Products, Inc. (NASDAQ:BUFF) closed its last trading session down -0.19 at 23.22 with 662,077 shares trading hands.