ABERCROMBIE & FITCH ANNOUNCES PROPOSED REFINANCING OF CREDIT FACILITIES
July 14 2014 - 8:00AM
New Albany, Ohio, July 14,
2014: Abercrombie & Fitch Co. (NYSE:ANF) today
announced that it has initiated a process to refinance its existing
credit facilities. The existing credit facilities consist of
a $350 million unsecured Revolving Credit Facility maturing July
27, 2016 and a $150 million Term Loan A maturing February 23,
2017.
The new credit facilities are expected to consist
of a $400 million Asset-Based Revolving Credit Facility and a $325
million Term Loan B maturing five and seven years after the closing
date, respectively. The new credit facilities are
subject to, among other things, negotiation, successful
syndication, execution and delivery of definitive loan
documentation and various customary closing conditions.
Proceeds from the Term Loan B are expected to be used to pay off
the remaining $131.5 million balance under the existing Term Loan
A, to repay outstanding borrowings of $60 million under the
existing Revolving Credit Facility, and to pay related fees and
expenses associated with the transaction. The balance of the
proceeds will be used for general corporate purposes, including
potential share repurchases in accordance with the Company's
previously announced stock repurchase authorizations. The
Company does not expect, other than for an immaterial amount of
outstanding letters of credit, to draw down on the Asset-Based
Revolving Credit Facility at closing.
Commenting on the announcement, Everett Gallagher,
Treasurer of Abercrombie & Fitch Co., said:
"The proposed refinancing we have initiated is an
opportunity for A&F to take advantage of current favorable
credit markets, and increase financial flexibility for the Company
in the future."
The terms of the refinancing could materially
differ from above and no assurances can be given that the
refinancing will be consummated.
Wells Fargo Securities, LLC, PNC Capital Markets
LLC, J.P. Morgan Securities LLC and Goldman Sachs Lending Partners
are acting as Joint Lead Arrangers and Joint Bookrunners for
the Term Loan B and Wells Fargo Bank, N.A., PNC Capital Markets
LLC, and JPMorgan Securities LLC are acting as Joint Lead Arrangers
and Joint Bookrunners for the Asset-Based Revolving Credit
Facility.
About Abercrombie & Fitch
Co.
Abercrombie & Fitch Co. is a leading global
specialty retailer of high-quality, casual apparel for Men, Women
and kids with an active, youthful lifestyle under its Abercrombie
& Fitch, abercrombie, Hollister Co. and Gilly Hicks brands. At
the end of the first quarter, the Company operated 842 stores in
the United States and 157 stores across Canada, Europe, Asia and
Australia. The Company also operates e-commerce websites at
www.abercrombie.com, www.abercrombiekids.com, www.hollisterco.com
and www.gillyhicks.com.
Investor Contact:
Brian Logan
Abercrombie & Fitch
(614) 283-6877
Investor_Relations@abercrombie.com
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
A&F cautions that any forward-looking
statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995) contained in this Press Release or
made by management or spokespeople of A&F involve risks and
uncertainties and are subject to change based on various important
factors, many of which may be beyond the Company's control. Words
such as "estimate," "project," "plan," "believe," "expect,"
"anticipate," "intend," and similar expressions may identify
forward-looking statements. Except as may be required by
applicable law, we assume no obligation to publicly update or
revise our forward-looking statements. The following factors,
in addition to those included in the disclosure under the heading
"FORWARD-LOOKING STATEMENTS AND RISK FACTORS" in "ITEM 1A. RISK
FACTORS" of A&F's Annual Report on Form 10-K for the fiscal
year ended February 1, 2014, in some cases have affected and in the
future could affect the Company's financial performance and could
cause actual results for Fiscal 2014 and beyond to differ
materially from those expressed or implied in any of the
forward-looking statements included in this Press Release or
otherwise made by management: changes in economic and financial
conditions, and the resulting impact on consumer confidence and
consumer spending, could have a material adverse effect on our
business, results of operations and liquidity; changing fashion
trends and consumer preferences, and the ability to manage our
inventory commensurate with customer demand, could adversely impact
our sales levels and profitability; fluctuations in the cost,
availability and quality of raw materials, labor and
transportation, could cause manufacturing delays and increase our
costs; a significant component of our growth strategy is
international expansion, which requires significant capital
investment, adds complexity to our operations and may strain our
resources and adversely impact current store performance; our
international expansion plan is dependent on a number of factors,
any of which could delay or prevent successful penetration into new
markets or could adversely affect the profitability of our
international operations; we have increased the focus of our growth
strategy on direct-to-consumer sales channels, failure to
successfully develop our position in these channels could have an
adverse impact on our results of operations; our direct-to-consumer
operations are subject to numerous risks that could adversely
impact sales; failure to successfully implement certain growth
initiatives may have a material adverse effect on our financial
condition or results of operations; fluctuations in foreign
currency exchange rates could adversely impact our financial
condition and results of operations; our business could suffer if
our information technology systems are disrupted or cease to
operate effectively; comparable sales, including
direct-to-consumer, may continue to fluctuate on a regular basis
and impact the volatility of the price of our Common Stock; extreme
weather conditions may negatively impact our results of operations;
our market share may be negatively impacted by increasing
competition and pricing pressures from companies with brands or
merchandise competitive with ours; our ability to attract customers
to our stores depends, in part, on the success of the shopping
malls or area attractions in which most of our stores are located;
our net sales fluctuate on a seasonal basis, causing our results of
operations to be susceptible to changes in Back-to-School and
Holiday shopping patterns; our failure to protect our reputation
could have a material adverse effect on our brands; we rely on the
experience and skills of our senior executive officers, the loss of
whom could have a material adverse effect on our business;
interruption in the flow of merchandise from our key vendors and
international manufacturers could disrupt our supply chain, which
could result in lost sales and increased costs; in a number of our
European stores, associates are represented by workers' councils
and unions, whose demands could adversely affect our profitability
or operating standards for our brands; we depend upon independent
third parties for the manufacture and delivery of all our
merchandise; our reliance on two distribution centers domestically
and three third-party distribution centers internationally makes us
susceptible to disruptions or adverse conditions affecting our
distribution centers; we rely on third-party vendors as well as
other third-party arrangements for many aspects of our business,
failure to successfully manage these relationships could negatively
impact our results of operations or expose us to liability for the
actions of third-party vendors acting on our behalf; we may be
exposed to risks and costs associated with credit card fraud and
identity theft that would cause us to incur unexpected expenses and
loss of revenues; our facilities, systems and stores, as well as
the facilities and systems of our vendors and manufacturers, are
vulnerable to natural disasters, pandemic disease and other
unexpected events, any of which could result in an interruption to
our business and adversely affect our operating results; our
litigation exposure could have a material adverse effect on our
financial condition and results of operations; our inability or
failure to adequately protect our trademarks could have a negative
impact on our brand image and limit our ability to penetrate new
markets; actions of activist stockholders could have a negative
effect on our business; fluctuations in our tax obligations and
effective tax rate may result in volatility in our operating
results; the effects of war or acts of terrorism could have a
material adverse effect on our operating results and financial
condition; our inability to obtain commercial insurance at
acceptable prices or our failure to adequately reserve for
self-insured exposures might increase our expenses and adversely
impact our financial results; operating results and cash flows at
the store level may cause us to incur impairment charges; we are
subject to customs, advertising, consumer protection, privacy,
zoning and occupancy and labor and employment laws that could
require us to modify our current business practices, incur
increased costs or harm our reputation if we do not comply; changes
in the regulatory or compliance landscape could adversely affect
our business and results of operations; our unsecured Amended and
Restated Credit Agreement (the "Amended and Restated Credit
Agreement") and our Term Loan Agreement include financial and other
covenants that impose restrictions on our financial and business
operations; compliance with changing regulations and standards for
accounting, corporate governance and public disclosure could
adversely affect our business, results of operations and reported
financial results; our inability to successfully implement our
long-range strategic plan could have a negative impact on our
growth and profitability and our estimates of the expenses that we
may incur in connection with the closures of the Gilly Hicks stores
could prove to be inaccurate.
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: Abercrombie & Fitch Co via Globenewswire
HUG#1823090
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