| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 13, 2018, BJ’s Wholesale Club Holdings, Inc. (the “Company”) and BJ’s Wholesale Club, Inc. entered into a refinancing amendment (the “First Lien Amendment”), which amends the First Lien Term Loan Credit Agreement, dated as of February 3, 2017, among the Company, BJ’s Wholesale Club, Inc., the lenders party thereto from time to time and Nomura Corporate Funding Americas, LLC, as administrative agent and as collateral agent (the “First Lien Facility”).
The First Lien Amendment reduces the applicable rate for the First Lien Facility from 3.75% for LIBOR loans and 2.75% for base rate loans (in each case, with a 0.25% stepdown at first lien net leverage of 4.25 to 1.00) to 3.00% for LIBOR loans and 2.00% for base rate loans (in each case, with a 0.25% stepdown at first lien net leverage of 3.00 to 1.00), provided that until delivery of financial statements for the first full fiscal quarter ending after August 13, 2018, the applicable rate is 3.00% for LIBOR loans and 2.00% for base rate loans.
On August 17, 2018, the Company and BJ’s Wholesale Club, Inc. entered into the first amendment (the “ABL Amendment”) to the Amended and Restated Credit Agreement, dated as of February 3, 2017, among the Company, BJ’s Wholesale Club, Inc., Wells Fargo Bank, National Association, as administrative agent, and the other lenders and issuers party thereto (the “ABL Facility”).
The ABL Amendment (a) extends the scheduled maturity date of the ABL Facility from February 3, 2022 to August 17, 2023 and (b) amends the pricing grid to provide as set forth below and reduces the applicable margin for all classes of loans and fees paid in connection with letters of credit at all levels of average daily availability (in each case, with stepdowns at total net leverage of 3.00 to 1.00 of (i) in the case of LIBOR and base rate loans and standby letters of credit fees, 0.125% and (ii) in the case of documentary letters of credit fees, 0.0625%), provided that, until February 1, 2019, the applicable margins set forth below for Pricing Level I shall apply (including, if applicable, any stepdowns based on achieving total net leverage of 3.00 to 1.00).
| | | | | | | | | | | | | | | | | | | | | | |
Pricing Level | | Average Daily Availability | | Eurodollar
Rate
Revolving
Loans and
Standby Letters
of Credit | | | Base Rate
Revolving
Loans | | | Eurocurrency
Rate Term
Loans | | | Base Rate
Term Loans | | | Documentary
Letters
of Credit | |
I | | Greater than $500.0 million | | | 1.25 | % | | | 0.25 | % | | | 2.00 | % | | | 1.00 | % | | | 0.625 | % |
II | | Less than or equal to $500.0 million but greater than $350.0 million | | | 1.50 | % | | | 0.50 | % | | | 2.25 | % | | | 2.25 | % | | | 0.750 | % |
III | | Less than or equal to $350.0 million | | | 1.75 | % | | | 0.75 | % | | | 2.50 | % | | | 1.50 | % | | | 0.875 | % |
Certain of the participants in the First Lien Amendment and the ABL Amendment and/or their respective affiliates, have provided, and may in the future from time to time provide, certain commercial and investment banking, financial advisory and/or other services in the ordinary course of business for the Company and/or its subsidiaries, for which they have in the past, and may in the future receive, customary fees and commissions
The foregoing summaries of the First Lien Amendment and the ABL Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference.
