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): March 24, 2020 (March 19, 2020)
GENESCO INC.
(Exact name of registrant as specified in its charter)
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| Tennessee | 1-3083 | 62-0211340 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 1415 Murfreesboro Road | Nashville | Tennessee | 37217-2895 |
| (Address of Principal Executive Offices) | (Zip Code) |
(615) 367-7000
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 the Form 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 to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock, $1.00 par value | GCO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 19, 2020, Schuh Limited (“Schuh”), a subsidiary of Genesco Inc., and other Borrowers and Guarantors party thereto, entered into an Amendment and Restatement Agreement (the “2020 Restatement Agreement”) with Lloyds Bank plc (“Lloyds”) as Agent, Arranger and Security Trustee, which amended and restated the Amendment and Restatement Agreement dated April 26, 2017. The 2020 Restatement Agreement contains certain covenants at the Schuh level, including a minimum interest coverage covenant of 4.50x and a maximum leverage covenant of 1.75x. The 2020 Restatement Agreement is secured by a pledge of all the assets of Schuh and Schuh (ROI) Limited. Pursuant to a Guarantee in favor of Lloyds, Genesco Inc. has guaranteed the obligations of Schuh under the 2020 Restatement Agreement on an unsecured basis.
The 2020 Restatement Agreement includes a Facility C revolving credit agreement of £19.0 million. The Facility C has an outstanding balance of £19.0 million, bears interest at LIBOR plus 2.2% per annum and expires in September 2020. As of March 24, 2020, Schuh has £16.2 million of cash on hand. Following certain customary events of default, payment of the facility may be accelerated or the commitments may be terminated.
The foregoing description of the 2020 Restatement Agreement does not purport to be complete and is qualified in its entirety by the 2020 Restatement Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information under Item 1.01 of this Current Report on Form 8-K is incorporated by reference hereunder.
ITEM 8.01. OTHER EVENTS.
On March 22, 2020, Schuh Limited announced the temporary closure of all of its stores in the United Kingdom and Ireland effective March 23, 2020. Customers can continue to shop online through Schuh’s websites.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
The following exhibit is furnished herewith:
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| Exhibit Number | | Description |
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| 10.1 |
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| 104 |
| | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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| | | GENESCO INC. |
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| Date: March 23, 2020 | | By: | | /s/ Mel Tucker |
| | | Name: | | Mel Tucker |
| | | Title: | | Senior Vice President and Chief Financial Officer |
