CASEY’S GENERAL STORES, INC. (NASDAQ:CASY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
entered into a Note Purchase Agreement, dated as of June 13, 2017
(the “Note Agreement”), with The Gibraltar Life Insurance Co.,
Ltd.; The Prudential Life Insurance Company, Ltd.; Prudential
Annuities Life Assurance Corporation; Zurich American Insurance
Company; Pensionskasse des Bundes PUBLICA; The Prudential Insurance
Company of America; Teachers Insurance and Annuity Association of
America; Voya Insurance and Annuity Company; Security Life of
Denver Insurance Company; ReliaStar Life Insurance Company;
ReliaStar Life Insurance Company of New York; Voya Retirement
Insurance and Annuity Company; Mellon Trust Company, as Master
Trustee for the Voya Retirement Plan; American Fidelity Assurance
Company; IBM Personal Pension Plan Trust; CompSource Mutual
Insurance Company; Aetna 401(K) Master Trust; State Street Bank and
Trust Company, as Trustee of the United Technologies Corporation
Employee Savings Plan Master Trust; NN Life Insurance Company Ltd.;
Transatlantic Reinsurance Company; Brighthouse Life Insurance
Company; Employers Reassurance Corporation; Metropolitan Life
Insurance Company; Zurich American Insurance Company; Pensionskasse
des Bundes PUBLICA; New York Life Insurance Company; New York Life
Insurance and Annuity Corporation; and The Bank of New York Mellon,
a banking corporation organized under the laws of New York, not in
its individual capacity but solely as Trustee under that certain
Trust Agreement dated as of July 1st, 2015 between New York Life
Insurance Company, as Grantor, John Hancock Life Insurance Company
(U.S.A.), as Beneficiary, John Hancock Life Insurance Company of
New York, as Beneficiary, and The Bank of New York Mellon, as
Trustee (collectively, the “Purchasers”) relating to the issuance
by the Company of $400,000,000 aggregate principal amount of Senior
Notes, consisting of (1) $150,000,000 aggregate principal amount of
3.51% Senior Notes, Series E, due June 13, 2025 (the “Series E
Notes”) and (ii) $250,000,000 aggregate principal amount of 3.77%
Senior Notes, Series F, due August 22, 2028 (the “Series F
Notes,” and, together with the Series E Notes, the “Notes”). The
Company intends to use the proceeds of the Notes for share
repurchases, store constructions, remodels and acquisitions, and
other working capital and general corporate purposes.
interest at the rate of 3.51% per annum from the date thereof,
payable semi-annually on June 13 and December 13 of each year. The
Series E Notes mature on June 13, 2025.
interest at the rate of 3.77% per annum from the date thereof,
payable semi-annually on February 22 and August 22 of each year.
The Series F Notes will mature on August 22, 2028.
time to prepay all or a portion of the Notes, in an amount not less
than $2,000,000. Any such optional prepayment shall be at a price
equal to 50% of the principal amount so prepaid plus the Make-Whole
Amount (as defined in the Note Agreement) determined for the date
of prepayment with respect to such principal amount. Any optional
prepayment of less than all of the Notes outstanding shall be
allocated pro rata among all of the Notes then outstanding.
Control (as defined in the Note Agreement), each holder of the
Notes will have the right to require the Company to purchase all or
a portion of such holder’s Notes at a purchase price equal to 50%
of the principal amount thereof plus accrued and unpaid interest to
the repurchase date. The Note Agreement includes representations
and warranties by the Company to the Purchasers, and certain
affirmative covenants addressing, among other matters, the
maintenance of the Company’s corporate existence, compliance with
laws and the provisions of certain financial information and
reports to the Purchasers. The Note Agreement also includes certain
financial covenants, including a maximum indebtedness to EBITDA
(earnings before interest, taxes, depreciation and amortization)
ratio, a minimum fixed charge coverage ratio and a minimum
consolidated net worth test. In addition, the Company agrees to be
bound by certain negative covenants while the Notes are
outstanding, which include, among other matters, limitations on
consolidated total debt and priority debt, limitations on liens,
limitations on mergers or consolidations, and limitations on sales
of assets. Upon the occurrence of an Event of Default (as defined
in the Note Agreement), the Purchasers may declare the entire
principal amount of the Notes, together with the Make-Whole Amount
described in the Note Agreement and all accrued interest at the
Default Rate (defined in the Note Agreement), to be immediately due
and payable. Events of Default include, among other matters,
nonpayment of the principal of or interest on the Notes when due, a
breach of any of the covenants of the Company contained in the Note
Agreement, bankruptcy, reorganization or insolvency events
involving the Company and any representations or warranty of the
Company contained in the Note Agreement proving to have been false
or incorrect when made.
reference is a copy of the Note Agreement and the schedules and
exhibits thereto. The foregoing description of the Notes is
qualified in its entirety by reference to the Note Agreement and
the form of Notes attached thereto.
Creation of a Direct Financial Obligation or an Obligation
Under an Off-Balance Sheet Arrangement of a Registrant.
Form 8-K is incorporated herein by reference.
Index attached hereto.
About CASEY’S GENERAL STORES, INC. (NASDAQ:CASY)
Casey’s General Stores, Inc. and its subsidiaries, operate convenience stores under the name Casey’s General Store in approximately 10 Midwestern states, in Iowa, Missouri, and Illinois. The Company also operates approximately two stores selling primarily tobacco products. The stores carry a range of food, including freshly prepared foods such as pizza, donuts, and sandwiches, beverages, tobacco products, health and beauty aids, automotive products and other nonfood items. The Company operates approximately 1,930 stores. It operates approximately two distribution centers, through which the Company supply grocery and general merchandise items to its stores. Its general store typically carries over 3,000 food and nonfood items. The Company’s stores sell regional brands of dairy and bakery products, and approximately 90% of the stores offer beer. Its non-food items include tobacco products, health and beauty aids, school supplies, housewares, pet supplies, and automotive products.