Item 1.01 – Entry into a Material Definitive Agreement
On July 11, 2022, Boot Barn Holdings, Inc. (the “Company”), and its subsidiaries entered into an Amendment No. 4 to the Credit Agreement (the “Amendment”), by and among the Company, Boot Barn, Inc., Sheplers Holding LLC (f/k/a Sheplers Holding Corporation), Sheplers, LLC (f/k/a Sheplers, Inc.), Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, Wells Fargo Bank, National Association, as Sole Lead Arranger and Sole Bookrunner, and the other Lenders named therein, which amends that certain Credit Agreement (the “Credit Agreement”) dated as of June 29, 2015.
The Amendment increases the aggregate Revolving Credit Commitment (as defined therein) to $250,000,000 and extends the Maturity Date (as defined therein) to the earliest of (a) July 11, 2027 (or such later date that may be determined thereunder), (b) the date of termination of the entire Revolving Credit Commitment by the borrowers and (c) termination of the Revolving Credit Commitment following an Event of Default (as defined therein).
The Amendment also makes other changes to the Credit Agreement necessary to replace all LIBOR based provisions with provisions reflecting Term SOFR (as defined therein), including, without limitation, the use of Term SOFR as the benchmark rate. After the Amendment, Revolving Credit Loans (as defined therein) bear interest at per annum rates equal to, at the Company’s option, either (i) Adjusted Term SOFR (as defined therein) plus an applicable margin for Term SOFR loans, or (ii) the base rate plus an applicable margin for base rate loans. The base rate is calculated as the highest of (a) the federal funds rate plus 0.5%, (b) the Wells Fargo prime rate and (c) Term SOFR for a one month tenor in effect on such day plus 1.0%. The applicable margin is calculated based on a pricing grid that in each case is linked to quarterly average excess availability. For SOFR loans, the applicable margin ranges from 1.00% to 1.25% and for base rate loans it ranges from 0.00% to 0.25%.
The Amendment also makes certain other changes to the Credit Agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and to the Credit Agreement, which has been filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 30, 2019, filed by the Company on May 24, 2019, each of which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| | |
Exhibit 10.1 | | Amendment No. 4 to Credit Agreement, dated as of July 11, 2022, by and among the Company, Boot Barn, Inc., Sheplers Holding LLC (f/k/a Sheplers Holding Corporation), Sheplers, LLC (f/k/a Sheplers, Inc.), Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender, Wells Fargo Bank, National Association, as Sole Lead Arranger and Sole Bookrunner, and the other Lenders named therein.* |
Exhibit 104 | | Cover Page of this Current Report on Form 8-K formatted in Inline XBRL. |
* The schedules to the Amendment have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules and exhibits to the U.S. Securities and Exchange Commission upon request.
