Item 1.01 Entry into a Material Definitive Agreement.
On April 3, 2020, Brand Loyalty Group B.V. (“BrandLoyalty”), a wholly-owned subsidiary of Alliance Data Systems Corporation, and certain subsidiaries of BrandLoyalty, as borrowers and guarantors, Deutsche Bank AG, Amsterdam Branch (as Arranger) and Coöperatieve Rabobank U.A. (as Arranger, Agent and Security Agent) entered into that certain Secured Facilities Agreement dated as of April 3, 2020 (the “2020 BrandLoyalty Credit Agreement”). The 2020 BrandLoyalty Credit Agreement is secured by the trade and intercompany receivables, inventory or moveable assets and bank accounts of BrandLoyalty and certain of its subsidiaries. The 2020 BrandLoyalty Credit Agreement provides for a committed revolving line of credit of €30.0 million, an uncommitted revolving line of credit of €30.0 million, and an accordion feature permitting BrandLoyalty to request an increase in either the committed or uncommitted revolving line of credit up to €80.0 million in aggregate. Each of the committed and uncommitted revolving line of credit are scheduled to mature on April 3, 2023, subject to BrandLoyalty’s request to extend for two additional one-year terms at the absolute discretion of the lenders at the time of such requests.
All advances under the 2020 BrandLoyalty Credit Agreement are denominated in Euros. The interest rate fluctuates and is equal to EURIBOR, as defined in the 2020 BrandLoyalty Credit Agreement, plus an applicable margin based on BrandLoyalty’s senior net leverage ratio. The 2020 BrandLoyalty Credit Agreement contains financial covenants, including a senior net leverage ratio, as well as usual and customary negative covenants, representations, general and information undertakings and events of default. No amounts are outstanding under the 2020 BrandLoyalty Credit Agreement.
The preceding summary of the 2020 BrandLoyalty Credit Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 1.02 Termination of a Material Definitive Agreement.
Simultaneously with entering into the 2020 BrandLoyalty Credit Agreement referenced in Item 1.01 above, BrandLoyalty terminated its Amendment and Restatement Agreement, dated as of June 9, 2016, including the Amended and Restated Facilities Agreement by and among Brand Loyalty Group B.V. and certain subsidiaries parties thereto, as borrowers and guarantors, Deutsche Bank AG, Amsterdam Branch (as Arranger), ING Bank N.V. (as Arranger, Agent and Security Agent), Coöperatieve Rabobank U.A. (as Arranger) and NIBC Bank N.V. (as Arranger), which facility was scheduled to mature on June 10, 2020. No amounts were outstanding under the prior facility.
