RENT-A-CENTER, INC. (NASDAQ:RCII) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On June6, 2017, Rent-A-Center, Inc. (the
Company) entered into a Fourth Amendment (the Fourth Amendment),
effective as of June6, 2017, to the Credit Agreement, dated as of
March 19, 2014 (as previously amended on February 1, 2016,
September30, 2016 and May1, 2017, the Credit Agreement) with
JPMorgan Chase Bank, N.A., as administrative agent, the other
agents party thereto and the lenders party thereto. Capitalized
terms used but not defined in this Report shall have the meanings
assigned to them in the Credit Agreement.
The Fourth
Amendment removed or modified certain covenants under the Credit
Agreement, including:
| The Consolidated Total Leverage Ratio was removed. |
| The Consolidated Senior Secured Leverage Ratio was removed. |
|
The Consolidated Fixed Charge Coverage Ratio was reduced from 1.50 to 1.00 to 1.10 to 1.00. In addition, the sole consequence of a breach of this covenant shall be that a Minimum Availability Period shall result, which impacts the borrowing capacity under the Loans. |
|
Any guarantee obligations of Foreign Subsidiaries may not exceed an aggregate of $10,000,000 outstanding at any time. |
|
Indebtedness, including Capital Lease Obligations, mortgage financings and purchase money obligations that are secured by Liens permitted under the Credit Agreement, may not exceed an aggregate outstanding amount of $10,000,000, unless such Indebtedness was outstanding on the effective date of the Fourth Amendment. |
|
Removed certain permitted Investments, and modified Permitted Acquisitions, which is now tied to certain performance criteria, including the Borrowing Base. |
Under the Fourth
Amendment, the Company agreed to provide additional collateral
protections to secure the obligations under the Credit Agreement.
The Fourth Amendment also modified the borrowing terms of the
revolving loans under the Credit Agreement, which, as amended,
establishes that the aggregate outstanding amounts (including
after any draw request) not exceed the Borrowing Base. The
Borrowing Base is tied to the Companys Eligible Installment Sales
Accounts, Inventory and Eligible Rental Contracts, in addition to
Reserves and the Term Loan Reserve. The Company will provide to
the Administrative Agent information necessary to calculate the
Borrowing Base within 30 days of the end of each calendar month,
unless there is an event of default, in which case the Company
must provide weekly information.
The Fourth
Amendment reduced the aggregate amount of Incremental Term Loans
and Incremental Revolving Commitments from $250,000,000 to
$100,000,000. The Company may request an Incremental Revolving
Loan, provided that at the time of such draw, and after giving
effect thereto, (i)the Consolidated Fixed Charge Coverage Ratio
on a pro forma basis is no less than 1.1:1.0, (ii) the Total
Revolving Extensions of Credit do not exceed the Borrowing Base,
and (iii)if the draw occurs during a Minimum Availability Period,
the Availability must be more than the Availability Threshold
Amount.
The Fourth
Amendment permits the Administrative Agent, in its sole
discretion, to make loans to the Company that it deems necessary
or desires (i)to preserve or protect the Collateral, (ii)to
enhance the likelihood of, or maximize the amount of, repayment
of the Loans and other Obligations, or (iii)to pay any other
amount chargeable to or requirement to be paid by the Company to
the terms of the Credit Agreement. The aggregate amount of such
Protective Advances outstanding at any time may not exceed
$35,000,000.
In connection with
the Fourth Amendment, the Company paid customary amendment fees
to the Administrative Agent and the lenders that provided their
consent to the Amendment.
The
description of the Fourth Amendment set forth above does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Fourth Amendment, which is
filed as Exhibit 10.1 to this Current Report on Form
8-K.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits.
| Exhibit10.1 |
Fourth Amendment to the Credit Agreement (including Amended and Restated Guarantee and Collateral Agreement), dated as of June6, 2017, between the Company, JPMorgan Chase Bank, N.A., as administrative agent, the other agents party thereto and the lenders party thereto. |
About RENT-A-CENTER, INC. (NASDAQ:RCII)
Rent-A-Center, Inc. is a rent-to-own operator in North America. The Company provides an opportunity to obtain ownership of products, such as consumer electronics, appliances, computers (including tablets), smartphones and furniture (including accessories), under rental purchase agreements. The Company operates in four segments: Core U.S., Acceptance Now, Mexico and Franchising. Its Core U.S. and Mexico stores generally offer merchandise from over five basic product categories: consumer electronics, appliances, computers (including tablets), smartphones and furniture (including accessories). The Acceptance Now segment provides an on-site rent-to-own option at a third-party retailer’s location. Its Franchising segment engages in the sale of rental merchandise to its franchisees who, in turn, offer the merchandise to the general public for rent or purchase under a rent-to-own transaction. It offers brands, such as LG, Frigidaire, Acer, Apple, Asus, Samsung, Ashley, Powell and Standard.