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): November 5, 2020 (November 4, 2020)
Tractor Supply Company
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(Exact name of registrant as specified in its charter)
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| Delaware | 000-23314 | 13-3139732 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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5401 Virginia Way, Brentwood, Tennessee 37027
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 440-4000
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| 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:
[☐]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))
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. [☐]
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.008 par value | | TSCO | | NASDAQ Global Select Market |
Item 1.01 Entry into a Material Definitive Agreement.
Senior Credit Facility
On November 4, 2020, Tractor Supply Company (the “Company”) entered into an Amended and Restated Credit Agreement, by and among the Company, as Borrower, certain lenders and Wells Fargo Bank, National Association, as Administrative Agent and Regions Bank, as Syndication Agent, for the lenders (the “Senior Credit Facility”).
The material terms of the Senior Credit Facility are as follows:
Availability
The Senior Credit Facility consists of a $200 million term loan and a $500 million revolving credit facility (with a sublimit of $50 million for swingline loans and a sublimit of $150 million for letters of credit). The Senior Credit Facility is unsecured and has a three-year term with an option to request that lenders extend the maturity date of the notes held by each lender for one year.
Principal, Interest and Fees
The principal balance outstanding under the revolving credit facility is payable in full at maturity. Principal in respect of the term loan is payable in full at maturity.
Borrowings for both the term loan and the revolving credit facility will bear interest at either the bank’s base rate plus an additional amount ranging from 0.000% to 0.375% or the London Inter-Bank Offer Rate plus an additional amount ranging from 0.875% to 1.375% to be determined based on the long-term senior unsecured, non-credit enhanced debt rating of the Company by Standard & Poor’s Rating Services and Moody’s Investor Service, Inc. in effect from time to time. The Company will also be required to pay a commitment fee ranging from 0.090% to 0.200% per annum for unused capacity. The Company anticipates continuing to manage its exposure to interest rate volatility through an existing interest rate swap agreement which effectively provides a fixed rate for borrowings under the term loan.
Certain Covenants
The Senior Credit Facility requires the Company to meet certain financial tests, which include:
•fixed charge coverage ratio of not less than 2 to 1; and
•leverage ratio of not greater than 4 to 1.
In addition, the Senior Credit Facility contains certain covenants that, among other things, restrict additional indebtedness of its subsidiaries, liens, transactions with affiliates, asset dispositions, mergers and consolidations, and other matters customarily restricted in such agreements.
Events of Default
The Senior Credit Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, certain ERISA events and judgments in excess of specified amounts. If an event of default should occur and be continuing under the Senior Credit Facility, the entire principal amount outstanding thereunder, together with any accrued and unpaid interest and other amounts owing in respect thereof, may be declared immediately due and payable.
The foregoing description of the Senior Credit Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the credit agreement constituting the Senior Credit Facility, which is attached hereto as Exhibit 10.1.
Note Purchase and Private Shelf Agreement
On November 4, 2020, the Company entered into a Second Amendment to Note Purchase and Private Shelf Agreement (the “Amendment”) by and among the Company, PGIM, Inc. (“Prudential”) and the other holders of the notes which amends that certain Note Purchase and Private Shelf Agreement dated as of August 14, 2017 by and among the Company, Prudential and
the noteholders party thereto (such agreement, as amended by the Amendment, the “Note Purchase Facility’). The Amendment extends the date that the Company may issue and sell, and Prudential may consider in its sole discretion the purchase of, in one or a series of transactions, additional senior unsecured notes of the Company (the “Shelf Notes”), in an aggregate principal amount of up to $150 million under the Note Purchase Facility. The Shelf Notes may be issued through November 4, 2023, unless either party terminates such issuance right.
Certain Covenants
The Note Purchase Facility requires the Company to meet certain financial tests, which include:
•fixed charge coverage ratio of not less than 2 to 1; and
•leverage ratio of not greater than 4 to 1.
In addition, the Note Purchase Facility contains certain covenants that, among other things, restrict additional indebtedness of its subsidiaries, liens, transactions with affiliates, asset dispositions, mergers and consolidations, and other matters customarily restricted in such agreements.
Events of Default
The Note Purchase Facility contains customary events of default, including, without limitation, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to certain other material indebtedness in excess of specified amounts, certain events of bankruptcy and insolvency, certain ERISA events and judgments in excess of specified amounts. If an event of default should occur and be continuing under the Note Purchase Facility, each noteholder has the right to declare the entire principal amount outstanding for each note held by it, together with any accrued and unpaid interest, any make whole amounts and other amounts owing in respect thereof, may be declared immediately due and payable.
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 attached hereto as Exhibit 10.2.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03 hereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
10.1 Amended and Restated Credit Agreement, dated as of November 4, 2020, by and among Tractor Supply Company, as Borrower, certain lenders and Wells Fargo Bank, National Association, as Administrative Agent and Regions Bank, as Syndication Agent, for the lenders.
10.2 Amendment to Note Purchase and Private Shelf Agreement, dated November 4, 2020, by and among Tractor Supply Company, PGIM, Inc. and the other noteholders.
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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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| | | Tractor Supply Company |
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| November 5, 2020 | | By: | /s/ Kurt D. Barton |
| | | | Name: Kurt D. Barton |
| | | | Title: Executive Vice President - Chief Financial Officer and Treasurer |
EXHIBIT INDEX
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| Exhibit No. | | Description |
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| 10.1 | | |
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| 10.2 | | |
