PIER 1 IMPORTS, INC. (NYSE:PIR) Files An 8-K Entry into a Material Definitive Agreement
Item 2.03

Entry into a Material Definitive Agreement.

On December 14, 2018, Pier 1 Imports, Inc. (the “Company”), through its subsidiary Pier 1 Imports (U.S.), Inc. (collectively with Pier 1 Imports, Inc. and other subsidiaries as guarantors, the “Borrower”), as the Borrower, entered into a First Amendment to the Second Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent and collateral agent, Pathlight Capital Fund I LP, as ABL term loan agent (the “ABL Term Loan Agent”), and the lenders party thereto (the “First Amendment”), which amends that certain Second Amended and Restated Credit Agreement dated as of June 2, 2017 (the “Existing Revolving Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Bank, National Association as joint lead arrangers and joint lead bookrunners, and various other agents and the lenders party thereto (the Existing Revolving Credit Agreement, as amended by the First Amendment, the “Revolving Credit Agreement”). Capitalized terms used herein without definition are used as defined in the Revolving Credit Agreement.

to the First Amendment, the Existing Revolving Credit Agreement has been amended to, among other things:

The maturity date of each of the FILO Loan and the ABL Term Loan is June 2, 2022; provided that the maturity of the ABL Term Loan shall automatically be extended to a date no later than December 14, 2024 to the extent the maturity of the Revolving Credit Loans under the Revolving Credit Agreement are similarly extended.

The proceeds of the FILO Loan and the ABL Term Loan, each of which were borrowed on December 14, 2018, will be used for working capital, to finance capital expenditures and for general corporate purposes.

The Revolving Lenders under the Existing Revolving Credit Agreement will remain as Revolving Lenders under the Revolving Credit Agreement. The Revolving Commitments under the Revolving Credit Agreement will remain at $350.0 million and will remain subject to the same pricing and maturity as under the Existing Revolving Credit Agreement.

On December 19, 2018, the Company issued a press release announcing its financial results for the third quarter ended December 1, 2018. A copy of this press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report to this “Item 2.03 Results of Operations and Financial Condition” is being furnished. The information in this Item of Form 8-K and on Exhibit 99.1 attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

The disclosure set forth under Item 2.03 (Entry into a Material Definitive Agreement) above is hereby incorporated by reference into this Item 2.03.

On December 18, 2018, Alasdair James, President and Chief Executive Officer and a member of the Board of Directors (the “Board”) of the Company, resigned from all positions with the Company. Mr. James’s decision to resignwas not related to a disagreement with the Company over any of its operations, policies or practices. In connection with Mr. James’s resignation the Board of Directors, upon the recommendation of the Compensation Committee, authorized the vesting of 71,633 shares of restricted common stock provided to Mr. James upon his employment as an inducement grant, conditioned upon receipt of the release contemplated by the Executive Severance Agreement (the “Executive Severance Agreement”) between Mr. James and the Company dated March 30, 2017, which was attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2017, the terms and conditions of which are incorporated herein by reference. In all other regards the financial arrangements associated with Mr. James’s resignation will be as provided in the Executive Severance Agreement for a termination of employment “without cause.”

On December 18, 2018, the Board elected Cheryl A. Bachelder, age 62, a director of the Company, as interim Chief Executive Officer.

Ms. Bachelder has served as a director of the Company since 2012. Ms. Bachelder most recently served as chief executive officer of Popeyes Louisiana Kitchen, Inc., from 2007 to 2017, a quick service restaurant with more than 2,600 locations worldwide. Ms. Bachelder currently serves on the board of US Foods Holding Corp since her appointment in October of 2018, and served on the board of Popeyes Louisiana Kitchen, Inc. from November 2006 to March 2017, and on the board of True Value Corporation from July 2006 through February 2013.

There are no transactions between Ms. Bachelder and the Company that would be reportable under Item 404(a) of Regulation S-K.

In her role as Interim Chief Executive Officer, Ms. Bachelder will receive an annual base salary of $1,100,000, payable in accordance with regular payroll procedures. While serving as Interim Chief Executive Officer, Ms. Bachelder will continue to receive a $150,000 annual retainer payable for service as a director. She will not participate in the Company’s short-term or long-term incentive programs for executive officers.

As an inducement to serve as the Interim Chief Executive Officer, Ms. Bachelder will receive a grant of restricted stockconsisting of 729,927 shares having a value of $1,000,000 as of December 18, 2018 (based on the 30-day trailing average closing price of Pier 1 Imports, Inc. common stock), with such grant to be made concurrently with the filing of a Registration Statement on Form S-8 with respect to such shares. The grant will vest ratably on the first, second and third anniversaries of the date of grant, subject to Ms. Bachelder’s continuing service as an officer or director of the Company.

Ms. Bachelder continues to serve as a member of the Board of Directors. Effective upon her appointment as Interim Chief Executive Officer, Ms. Bachelder resigned her position as Chair and as a member of the Compensation Committee of the Board of Directors.

A copy of the Company’s press release regarding these events is being furnished as Exhibit 99.2 to this Form 8-K.

(d) Exhibits.

PIER 1 IMPORTS INC/DE Exhibit
EX-99.1 2 a51916942ex99_1.htm EXHIBIT 99.1 Exhibit 99.1 Pier 1 Imports,…
To view the full exhibit click here

About PIER 1 IMPORTS, INC. (NYSE:PIR)

Pier 1 Imports, Inc. is an importer of home decor and furniture. The Company’s operations consist of retail stores and an e-commerce Website conducting business under the name Pier 1 Imports, which sells a range of decorative accessories, furniture, candles, housewares, gifts and seasonal products. The Company’s categories of merchandise include decorative accessories and furniture. The decorative accessories category includes decorative accents and textiles, such as rugs, wall decorations and mirrors, candles, fragrance, gifts and seasonal items. The furniture category includes furniture and furniture cushions to be used in living, dining, office, sunrooms and patios. This merchandise group is generally made of metal or handcrafted natural materials, including rattan, pine, acacia, oak and other woods with either natural, stained, painted or upholstered finishes.