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): April 28, 2021
| Dillard’s, Inc. | ||||
| (Exact Name of Registrant as Specified in its Charter) | ||||
| Delaware | ||||
| (State or Other Jurisdiction of Incorporation) | ||||
| 1-6140 | 71-0388071 | |||
| (Commission File Number) | (I.R.S. Employer Identification No.) | |||
| 1600 Cantrell Road Little Rock, Arkansas | 72201 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
| (501) 376-5200 | ||||
| (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:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock | DDS | 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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
On April 28, 2021, Dillard's, Inc. (the "Company") entered into Amendment No. 3 to Credit Agreement (the “Amendment”) to the Five-Year Credit Agreement, dated as of May 13, 2015 (as amended by Amendment No. 1 to Credit Agreement dated as of August 9, 2017 and by Amendment No. 2 to Credit Agreement dated as of April 30, 2020, the “Credit Agreement”). After giving effect to the Amendment, the Credit Agreement, commitments remain at $800 million with a $200 million expansion option, and the new maturity date is April 28, 2026. There are no financial covenant requirements under the amended Credit Agreement provided availability exceeds $80 million and no specified event of default has occurred or is continuing. The Amendment also reduced the applicable rate to (x) 1.50% per annum in the case of LIBOR loans and (y) 0.50% per annum in case of base rate loans when the average quarterly availability is greater than or equal to 50% of the total commitments. When average quarterly availability is less than 50% of the total commitments, the applicable rate remains at (x) 1.75% per annum in the case of LIBOR loans and (y) 0.75% per annum in the case of base rate loans. The facility was arranged by JPMorgan Chase Bank, N.A. The Amendment and related press release are furnished as Exhibits 10.1 and 99.1, respectively, to this Current Report on Form 8-K, and each of these exhibits is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. | Description |
| 10.1 | Amendment No. 3 to Credit Agreement between Dillard’s, Inc., Dillard Store Services, Inc. and JPMorgan Chase Bank, N.A. as agent for a syndicate of lenders. |
| 99.1 | Press Release dated April 28, 2021 announcing the amended $800 million revolving credit facility. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURE
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.
| DILLARD'S, INC | |||
| May 3, 2021 | By: | /s/ Phillip R. Watts | |
| Name: | Phillip R. Watts | ||
| Title: | Senior Vice President, Co-Principal Financial Officer and Principal Accounting Officer | ||
| By | /s/ Chris B. Johnson | ||
| Name: | Chris B. Johnson | ||
| Title: | Senior Vice President and Co-Principal Financial Officer |