lululemon athletica inc. (NASDAQ:LULU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement.
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The information set forth in Item 2.03 of this Current Report on
Form 8-K is incorporated by reference into this Item 1.01.
Form 8-K is incorporated by reference into this Item 1.01.
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Item 2.03.
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Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On December 15, 2016, lululemon athletica inc., a Delaware
corporation (the Company), entered into a Credit Agreement, dated
as of December 15, 2016 (the Credit Agreement), among the
Company, lululemon athletica canada inc., a corporation organized
under the laws of British Columbia (LACI), Lulu Canadian Holding,
Inc., a corporation organized under the laws of British Columbia
(LCHI), and lululemon usa inc., a Nevada corporation (LUSA and,
together with the Company, LACI and LCHI, the Borrowers, and each
a Borrower), Bank of America, N.A., as administrative agent,
swing line lender and letter of credit issuer (in such
capacities, the Agent), HSBC Bank Canada (HSBC), as syndication
agent and letter of credit issuer, and the lenders party thereto.
corporation (the Company), entered into a Credit Agreement, dated
as of December 15, 2016 (the Credit Agreement), among the
Company, lululemon athletica canada inc., a corporation organized
under the laws of British Columbia (LACI), Lulu Canadian Holding,
Inc., a corporation organized under the laws of British Columbia
(LCHI), and lululemon usa inc., a Nevada corporation (LUSA and,
together with the Company, LACI and LCHI, the Borrowers, and each
a Borrower), Bank of America, N.A., as administrative agent,
swing line lender and letter of credit issuer (in such
capacities, the Agent), HSBC Bank Canada (HSBC), as syndication
agent and letter of credit issuer, and the lenders party thereto.
The Credit Agreement provides for $150.0 million in commitments
under an unsecured five-year revolving credit facility (the
Revolving Facility). Borrowings under the Revolving Facility may
be made, at the Borrowers election, in U.S. Dollars, Euros,
Canadian Dollars and, subject to the approval of the Agent and
the lenders, other currencies freely transferable and convertible
into U.S. Dollars that the Borrowers may request. Up to $35.0
million of the Revolving Facility will be available to the
Borrowers for the issuance of letters of credit and up to $25.0
million of the Revolving Facility will be available for the
issuance of swing line loans. The proceeds of loans borrowed
under the Revolving Facility are expected to be used for working
capital and general corporate purposes of the Company and its
subsidiaries.
under an unsecured five-year revolving credit facility (the
Revolving Facility). Borrowings under the Revolving Facility may
be made, at the Borrowers election, in U.S. Dollars, Euros,
Canadian Dollars and, subject to the approval of the Agent and
the lenders, other currencies freely transferable and convertible
into U.S. Dollars that the Borrowers may request. Up to $35.0
million of the Revolving Facility will be available to the
Borrowers for the issuance of letters of credit and up to $25.0
million of the Revolving Facility will be available for the
issuance of swing line loans. The proceeds of loans borrowed
under the Revolving Facility are expected to be used for working
capital and general corporate purposes of the Company and its
subsidiaries.
Commitments under the Revolving Facility may be increased by up
to $200.0 million, subject to certain conditions as set forth in
the Credit Agreement.
to $200.0 million, subject to certain conditions as set forth in
the Credit Agreement.
Loans under the Credit Agreement may be prepaid and commitments
may be reduced or terminated without premium or penalty (other
than customary breakage costs). The principal amount outstanding
under the Credit Agreement will be due and payable in full on
December 15, 2021, subject to provisions that permit the Company
to request an extension by one or more lenders of such maturity
date.
may be reduced or terminated without premium or penalty (other
than customary breakage costs). The principal amount outstanding
under the Credit Agreement will be due and payable in full on
December 15, 2021, subject to provisions that permit the Company
to request an extension by one or more lenders of such maturity
date.
Subject to the exceptions set forth in the Credit Agreement, all
borrowings under the Revolving Facility are guaranteed by the
Company and LUSA, and borrowings made by LACI and LCHI under the
Revolving Facility are guaranteed by LACI and LCHI.
borrowings under the Revolving Facility are guaranteed by the
Company and LUSA, and borrowings made by LACI and LCHI under the
Revolving Facility are guaranteed by LACI and LCHI.
to the Credit Agreement, loans made under the Revolving Facility
will bear interest at a rate per annum equal to, at the Companys
option, either (a) a rate based on the rates applicable for
deposits on the interbank market for U.S. Dollars or the
applicable currency in which the loans are made (the LIBOR) or
(b) an alternate base rate, plus, in each case, an applicable
margin. The applicable margin for loans will be determined by
reference to a grid (the Pricing Grid) based on the ratio of
consolidated indebtedness of the Company and its subsidiaries to
consolidated EBITDAR (the Consolidated Rent-Adjusted Leverage
Ratio) and ranges between 1.00%-1.75% for LIBOR loans and
0.00%-0.75% for alternate base rate loans. Additionally, the
Borrowers will pay a commitment fee that ranges between 0.125%
and 0.200%, calculated at a rate per annum determined in
accordance with the Pricing Grid, on average daily unused amounts
under the Revolving Facility and certain fees with respect to
letters of credit.
will bear interest at a rate per annum equal to, at the Companys
option, either (a) a rate based on the rates applicable for
deposits on the interbank market for U.S. Dollars or the
applicable currency in which the loans are made (the LIBOR) or
(b) an alternate base rate, plus, in each case, an applicable
margin. The applicable margin for loans will be determined by
reference to a grid (the Pricing Grid) based on the ratio of
consolidated indebtedness of the Company and its subsidiaries to
consolidated EBITDAR (the Consolidated Rent-Adjusted Leverage
Ratio) and ranges between 1.00%-1.75% for LIBOR loans and
0.00%-0.75% for alternate base rate loans. Additionally, the
Borrowers will pay a commitment fee that ranges between 0.125%
and 0.200%, calculated at a rate per annum determined in
accordance with the Pricing Grid, on average daily unused amounts
under the Revolving Facility and certain fees with respect to
letters of credit.
The Credit Agreement contains negative covenants that, among
other things and subject to certain exceptions, limit the ability
of the Companys subsidiaries to incur indebtedness, incur liens,
undergo fundamental changes, make dispositions of all or
substantially all of their assets, alter their businesses and
enter into agreements limiting subsidiary dividends and
distributions. The Company is also required to maintain a
Consolidated Rent-Adjusted Leverage Ratio of not greater than
3.50:1.00 and is not permitted to allow the ratio of consolidated
EBITDAR to consolidated interest charges (plus rent) to be less
than 2.00:1.00.
other things and subject to certain exceptions, limit the ability
of the Companys subsidiaries to incur indebtedness, incur liens,
undergo fundamental changes, make dispositions of all or
substantially all of their assets, alter their businesses and
enter into agreements limiting subsidiary dividends and
distributions. The Company is also required to maintain a
Consolidated Rent-Adjusted Leverage Ratio of not greater than
3.50:1.00 and is not permitted to allow the ratio of consolidated
EBITDAR to consolidated interest charges (plus rent) to be less
than 2.00:1.00.
The Credit Agreement also contains certain customary
representations and warranties, affirmative covenants and events
of default (including, among others, an event of default upon the
occurrence of a change of control). If an event of default
occurs, the commitments of the lenders may be terminated and the
maturity of any outstanding loans may be accelerated.
representations and warranties, affirmative covenants and events
of default (including, among others, an event of default upon the
occurrence of a change of control). If an event of default
occurs, the commitments of the lenders may be terminated and the
maturity of any outstanding loans may be accelerated.
The foregoing description of the Credit Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Credit Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 2.03.
purport to be complete and is qualified in its entirety by
reference to the full text of the Credit Agreement, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated by reference into this Item 2.03.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Credit Agreement, dated as of December 15, 2016, among
lululemon athletica inc., lululemon athletica canada inc., Lulu Canadian Holding, Inc. and lululemon usa inc., as borrowers, Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer, HSBC Bank Canada, as syndication agent and letter of credit issuer, and each other lender party thereto. |
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About lululemon athletica inc. (NASDAQ:LULU)
Lululemon Athletica Inc. is a designer, distributor and retailer of technical athletic apparel. The Company’s segments include Company-operated stores, Direct to consumer and Other. The Company offers a line of apparel and accessories for women, men and female youth. Its apparel assortment includes items, such as pants, shorts, tops and jackets designed for healthy lifestyle activities and athletic pursuits, such as yoga, running, other sweaty pursuits and athletic wear for female youth. The Company conducts its business through two channels: Company-operated stores and direct to consumer. It operates approximately 360 Company-operated stores located in the United States, Canada, Australia, New Zealand, the United Kingdom, Singapore, Hong Kong, Germany and Puerto Rico. Its direct to consumer segment includes lululemon and ivivva e-commerce Websites, www.lululemon.com and www.ivivva.com, and other country and region specific Websites. lululemon athletica inc. (NASDAQ:LULU) Recent Trading Information
lululemon athletica inc. (NASDAQ:LULU) closed its last trading session down -0.17 at 64.41 with 793,605 shares trading hands.
