Abercrombie & Fitch Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$ANF
Clothing/Shoe/Accessory Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 2024
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Item 1.01 Entry into a Material Definitive Agreement
On August 2, 2024, Abercrombie & Fitch Co. (the “Company”), as parent and a guarantor, Abercrombie & Fitch Management Co., an indirect wholly-owned subsidiary of the Company (“Management”), as lead borrower, and certain of the Company’s direct and indirect wholly-owned subsidiaries (together with the Company and Management, “we,” “us” or “our”), as additional borrowers and guarantors, entered into the Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”), together with the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent for the lenders (the “Agent”). The Second Amendment amends our existing Amended and Restated Credit Agreement, dated as of April 29, 2021 (the “ABL Credit Agreement”), which provided for a $400 million senior secured asset-based revolving credit facility. We incurred customary fees and expenses in connection with our entry into the Second Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Second Amendment.
The Second Amendment amends the ABL Credit Agreement to, among other things:
•increase the aggregate commitments thereunder to $500 million;
•establish a $100 million sub-facility for the benefit of Abfico Netherlands Distribution B.V. (“Abfico”) and AFH Stores UK Limited (“AFH UK”) that is (i) secured by a first priority security interest in all assets (subject to specified exclusions) of each of Abfico and AFH UK, (ii) guaranteed by the Company and certain of its domestic direct and indirect wholly-owned subsidiaries and (iii) subject to a borrowing base as described therein;
•extend the maturity date from April 29, 2026 to August 2, 2029;
•increase the letter of credit sublimit from $50 million to $62.5 million;
•decrease the swing line availability from $50 million to $30 million; and
•decrease the unused line fee from a variable rate of 25 bps to 37.5 bps to a flat rate of 25 bps; and
•increase pricing of the interest rate margin applicable to borrowings as follows:
◦from 1.25% to 1.50% when average availability is greater than or equal to 50% of the Loan Cap; and
◦from 1.50% to 1.75% when average availability is less than 50% of the Loan Cap.
We from time to time have had, and may continue to have, various commercial, lending or other relationships with the lenders that are parties to the Second Amendment and the lenders’ respective affiliates.
A copy of the Second Amendment is filed herewith as Exhibit 10.1. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) through (c) Not applicable
(d) Exhibits:
The following exhibits are included with this Current Report on Form 8-K:
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page Inline XBRL tags are embedded within the Inline XBRL document | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Abercrombie & Fitch Co. | ||||||||||||||
Dated: | August 7, 2024 | By: | /s/ Gregory J. Henchel | |||||||||||
| Gregory J. Henchel | ||||||||||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||||||||||