HR: entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a declarant, disclosure of the FD settlement, financial statements and supporting documents (Form 8-K )

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Article 1.01. The conclusion of an important definitive agreement.

Term credit agreement

At 20 October 2021, Catering Equipment, Inc. (“RHI”), a wholly owned subsidiary of RH, has entered into a term loan agreement (the “Term Loan Agreement”) by and between RHI as borrower, the lenders who are parties thereto and Bank of America, NA. as administrative agent and guarantee agent (as such, the “Term Agent”) in respect of an initial term loan (the “Term Loan”) of an aggregate principal amount equal To $ 2,000,000,000 with a due date of 20 October 2028.

The term loan bears interest at an annual rate based on LIBOR plus an interest margin of 2.50% subject to a LIBOR floor of 0.50% (with a reduction in the interest margin if RHI obtains a specified public enterprise family rating). LIBOR is a variable interest rate that resets periodically during the term of the term loan. At the date of the loan, the rate was set at the LIBOR floor of 0.50% plus 2.50% and the Term Loan was issued at a discount of 0.50% from its nominal value. The term credit agreement contains customary provisions regarding the future transition of LIBOR.

The proceeds of the term loan should be used for general business purposes. In addition, a portion of the proceeds is expected to be used to pay the principal amount of outstanding convertible notes of RH which opt for early conversion. From 20 October 2021, holders of 0.00% RH Convertible Senior Bonds due 2023 (the “2023 Convertible Bonds”) and 0.00% RH Convertible Senior Bonds due 2024 (the “ convertible bonds in 2024 ”) have chosen an early conversion settlement with regard to $ 256 million in principal of the 2023 Convertible Bonds and $ 124 million in principal of the 2024 Convertible Bonds. RH expects to pay the holders in cash for the principal amount of these convertible notes who opt for early conversion.

The term credit agreement also contains an accordion clause under which RHI may request to add one or more additional term loan facilities or to increase any then existing credit facility by an aggregate principal amount. going up to $ 1.0 billion (or a greater amount subject to the terms and conditions of the term credit agreement) if and to the extent that the lenders provide credit commitments for such a facility.

All obligations under the term loan are guaranteed by certain national subsidiaries of RHI. In addition, RHI and these subsidiaries have provided security over substantially all of their assets (subject to customary and other exceptions) to secure the term loan. Substantially all of the collateral securing the term loan also secures the direct lender loans and other credit extensions under the Amended and Restated Twelfth Credit Agreement, dated July 29, 2021(the “ABL Credit Agreement”), by and among RHI, as principal borrower, various other RH subsidiaries named as borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, NA. as administrative agent and guarantee agent (the “ABL Agent”). At 20 October 2021, in connection with the Term Loan Agreement, RHI and certain other subsidiaries of RH party to the Term Loan Agreement and the ABL Credit Agreement, as applicable, have entered into an Intercreditor Agreement (the “Agreement between creditors ”) with the Term Agent and the ABL Agent. The Intercreditor Agreement establishes various customary conditions between lenders, including, without limitation, with respect to priority of liens, actions authorized by each party, application of the product, exercise of remedies in the event default, release of liens and certain limitations on amendment of the ABL Credit Agreement and the Term Credit Agreement without the consent of the other parties.

Borrowings under the term loan agreement may be prepaid in whole or in part at any time, subject to a prepayment premium of 1.0% in the event the facility is prepaid. or reassessed within six months of the term loan closing date. Agreement.

The term credit agreement contains various restrictive and affirmative covenants, including required financial reports, limitations on the granting of certain liens, limitations on granting certain loans or investments, limitations on the commitment of additional debts, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, as well as other restrictions and limitations similar to those commonly found in credit type agreements. and similar in size, but provides unlimited exceptions for indebtedness, privilege and investment grants, dividend payments, and large junior debt payments, subject to passing leverage ratio tests specified.

The term credit agreement does not contain a financial maintenance clause.

The term credit agreement contains the usual representations and warranties, events of default and other terms and conditions customary for a term credit agreement.

The above description is a summary of certain terms of the Term Loan Agreement and is qualified in its entirety by reference to the Term Loan Agreement, which is attached as Exhibit 10.1 herein and is incorporated herein by reference.

Article 2.03. Creation of a direct financial obligation or obligation under and

           Off-Balance Sheet Arrangement of a Registrant.


The disclosure under item 1.01 above is incorporated herein by reference.

Article 7.01. FD Regulation Disclosure.

At 25 October 2021, the Company issued a press release regarding the closing of the term credit agreement. The full text of the press release is attached hereto as Exhibit 99.1.

Information provided with this report under this Section 7.01, including Exhibit 99.1, will not be considered “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), or otherwise subject to the responsibilities of this section, nor shall it be deemed to be incorporated by reference in any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stipulated by specific reference in such deposit.

Forward-looking statements

This current report on Form 8-K contains forward-looking statements within the meaning of federal securities laws, including, without limitation, statements regarding the terms and conditions of the credit term loan agreement and of the agreement between creditors, the potential cost of capital made available to HR subsidiaries under this Term Credit Agreement, the interest rate associated with the Term Loan, the period during which the Term Loan may remain default, the potential use of the proceeds of the amounts borrowed under the Term Credit Agreement, the terms and restrictions contained in the term loan agreement and the ability of the parties to the loan to comply with the terms and conditions of the loan agreement term and the creditors’ agreement from time to time. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “if”, “anticipate”, “estimate”, “expect”, “plan”, “plan”, “intend”, “believe”, “can” , “May”, “should,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future events. We cannot assure you that future developments that concern us will be those we anticipated. Significant risks and uncertainties that could cause actual results to differ materially from our expectations include, among other things, risks and uncertainties relating to the overall level of indebtedness that we incur, the terms and conditions of any debt financing, including including the term credit agreement, the risks and uncertainties regarding the use of the proceeds of any debt financing, including the term credit agreement, the risks and uncertainties associated with our decisions regarding the allocation and use of capital, risks and uncertainties associated with fluctuations in interest rates, risks and uncertainties as to whether the financial performance of the Company meets expectations, and other risks and uncertainties disclosed in the sections entitled “Risk Factors “And” Management’s analysis and analysis of the financial position and operating results “in the annual report HR Department on the most recently filed Form 10-K with the Security and Trade Commission, and similar disclosures in subsequent reports filed with the SECOND, which are available on our investor relations site at ir.rh.com and on the SECOND website at www.sec.gov. You should not place undue reliance on these forward-looking statements. Any forward-looking statements made by us in this current report on Form 8-K speak only as of the date on which we make them. RH expressly disclaims any obligation or commitment to publicly post any update or revision to such statements to reflect any change in its expectations in this regard or any change in the events, conditions or circumstances upon which such statement is based.

Article 9.01. Financial statements and supporting documents.

(d) Exhibits.




Exhibit
  No.                                    Description

10.1        Term Loan Credit Agreement dated as of October 20, 2021, by and among
          Restoration Hardware, Inc. as the borrower, the lenders party thereto and
          Bank of America, N.A. as administrative agent and collateral agent.

99.1        Press Release dated October 25, 2021 announcing the completion of the
          debt financing in connection with the Term Loan Credit Agreement.

104       Cover Page Interactive Data File--the cover page XBRL tags are embedded
          within the Inline XBRL document.

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