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) May 9, 2017
VITAMIN SHOPPE, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-34507 | | 11-3664322 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
300 Harmon Meadow Blvd.
Secaucus, New Jersey 07094
(Address of Principal Executive Offices, including Zip Code)
(201)868-5959
(Registrant’s Telephone Number, including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 9, 2017, the Vitamin Shoppe, Inc. (the “Company”) entered into a Fourth Amendment (“Fourth Amendment”) to the Amended and Restated Loan and Security Agreement, dated as of January 20, 2011, among itself, Vitamin Shoppe Industries, Inc., Vitamin Shoppe Mariner, Inc., Vitamin Shoppe Global, Inc., VS Hercules LLC, FDC Vitamins, LLC, Betancourt Sports Nutrition, LLC, Vitamin Shoppe Procurement Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the other lenders from time to time parties thereto. The amendment provides for, among other things: (i) an extension of the maturity date of the Company’s revolving credit facility (the “Revolving Credit Facility”) to May 9, 2022, provided that the maturity date would be any day on or after September 2, 2020 only if the Company did not on any such day have enough liquidity to retire Convertible Notes then outstanding, if any and (ii) a reduction of the interest rate under the Revolving Credit Facility to, at the Company’s option, the rate per annum based on an “alternate base rate” plus 0.00%, 0.125% or 0.25% or the adjusted Eurodollar rate plus 1.00%, 1.125% or 1.25%, in each case with the highest spread applicable in the event that the average excess collateral availability under the Revolving Credit Facility is less than 33% the borrowing base availability under the Revolving Credit Facility, the second highest spread applicable in the event that the average excess collateral availability under the Revolving Credit Facility is less than 66% and greater than or equal to 33% of the borrowing base availability under the Revolving Credit Facility and the lowest spread applicable in the event that the average excess collateral availability under the Revolving Credit Facility is greater than or equal to 66% of the borrowing base availability under the Revolving Credit Facility.
The description of the Fourth Amendment is qualified in its entirety by a copy of the Fourth Amendment filed as Exhibit 99.1 hereto.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit
No. | | Description of Document |
| |
| 99.1 | | Fourth Amendment to the Amended and Restated Loan and Security Agreement, dated as of January 20, 2011, among Vitamin Shoppe Industries, Inc., Vitamin Shoppe Mariner, Inc., Vitamin Shoppe Global, Inc., VS Hercules LLC, FDC Vitamins, LLC, Betancourt Sports Nutrition, LLC, Vitamin Shoppe Procurement Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the other lenders from time to time parties thereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
| | | | VITAMIN SHOPPE, INC. |
| | | |
| Date: May 10, 2017 | | | | By: | | /s/ David M. Kastin |
| | | | | | Name: | | David M. Kastin |
| | | | | | Title: | | Senior Vice President, General Counsel and |
| | | | | | | | Corporate Secretary |
Exhibit Table
| | |
Exhibit
No. | | Description of Document |
| |
| 99.1 | | Fourth Amendment to the Amended and Restated Loan and Security Agreement, dated as of January 20, 2011, among Vitamin Shoppe Industries, Inc., Vitamin Shoppe Mariner, Inc., Vitamin Shoppe Global, Inc., VS Hercules LLC, FDC Vitamins, LLC, Betancourt Sports Nutrition, LLC, Vitamin Shoppe Procurement Inc., JPMorgan Chase Bank, N.A. as administrative agent, and the other lenders from time to time parties thereto. |
