Item 1.01 Entry into a Material Definitive Agreement
On September 30, 2021, Williams-Sonoma, Inc. (the “Company”) entered into that certain Eighth Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Bank of America, N.A., as administrative agent (the “Agent”), letter of credit issuer and swingline lender, and the lenders party thereto, which amended and restated that certain Seventh Amended and Restated Credit Agreement, dated as of January 8, 2018 (as amended, the “Existing Credit Agreement”), by and among the Company, the Agent and the lenders party thereto.
The Amended Credit Agreement, among other changes, (i) extends the maturity date of the unsecured revolving loan facility to September 30, 2026, and (ii) removes the $300,000,000 term loan component available under the Existing Credit Agreement, which has been fully repaid. The Amended Credit Agreement maintains the interest rate of the unsecured revolving line of credit and continues to include a $40,000,000 swingline loan sublimit, a $75,000,000 sublimit for multicurrency borrowings and a $75,000,000 sublimit for the issuance of standby and commercial letters of credit available under the Existing Credit Agreement. As of September 30, 2021, the Company had no revolving loan outstanding under the Amended Credit Agreement.
Under the Amended Credit Agreement, the Company continues to be able to elect interest rates on its revolving borrowings calculated by reference to Bank of America’s prime rate (or, if greater, the average rate on overnight federal funds plus one-half of one percent or a daily rate equal to one-month LIBOR plus one percent), plus a margin based on the Company’s leverage ratio ranging from 0% to 0.775%, or LIBOR (or future alternative) plus a margin based on the Company’s leverage ratio ranging from 0.910% to 1.775%. Pursuant to the Amended Credit Agreement, the Company pays certain customary fees to the administrative agent and the lenders.
The credit facility under the Amended Credit Agreement contains certain restrictive loan covenants, including, among others, a financial covenant requiring a maximum leverage ratio (funded debt adjusted for lease and rent expense to earnings before interest, income tax, depreciation, amortization and rent expense), and covenants limiting the Company’s and its subsidiaries’ ability to incur indebtedness, grant liens, make acquisitions, merge or consolidate, and dispose of assets. The Amended Credit Agreement removes the majority of the loan restrictions that were to be released upon the Company’s leverage ratio dropping below 3.50 to 1.0 in future fiscal quarters under the Existing Credit Agreement. The Company’s obligations under the Amended Credit Agreement are guaranteed by certain of the Company’s U.S. subsidiaries.
The Amended Credit Agreement contains events of default that include, among others, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of covenants, bankruptcy and insolvency events, material judgments, cross-defaults to material indebtedness, ERISA defaults and events constituting a change of control. The occurrence of an event of default will increase the applicable rate of interest by 2% and could result in the acceleration of the Company’s obligations under the Amended Credit agreement, and an obligation of any or all of the Company’s U.S. subsidiaries that have guaranteed the Amended Credit Agreement to pay the full amount of the Company’s obligations under the Amended Credit Agreement.
The lenders and their affiliates have engaged in, and may in the future engage in, banking and other commercial dealings in the ordinary course of business with the Company or the Company’s affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions. In particular, Bank of America, N.A. Wells Fargo Bank, National Association and U.S. Bank National Association, lenders under the Amended Credit Agreement, are parties to certain reimbursement agreements in connection with the Company’s commercial letter of credit reimbursement facility.