Item 1.01 Entry into a Material Definitive Agreement.
Second Amendment to Asset-Based Revolving Credit Agreement (the ABL Facility)
On October 25, 2017, Tailored Brands, Inc. (the Company) and The Mens Wearhouse, Inc., together with certain of the Companys direct and indirect wholly-owned U.S. subsidiaries and Moores the Suit People Inc., one of the Companys Canadian indirect wholly-owned subsidiaries, as co-borrowers (collectively, the Co-Borrowers), JPMorgan Chase Bank, N.A., as administrative agent (the U.S. ABL Administrative Agent), JPMorgan Chase Bank, N.A. Toronto Branch, as Canadian administrative agent (the Canadian ABL Administrative Agent) and the lenders party thereto (the ABL Lenders), entered into Amendment No. 2 to its ABL Facility (Amendment No. 2).
Amendment No. 2 amends the ABL Facility dated as of June 18, 2014, among the Company, the Co-Borrowers, the U.S. Administrative Agent, the Canadian Administrative Agent and the Lenders as previously amended by the Joinder Agreement dated as of June 18, 2014, Amendment No. 1 dated as of July 28, 2014, the Joinder Agreement effective as of January 31, 2016, and the Joinder Agreement dated as of June 30, 2016 including:
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increasing the principal amount available under the ABL Facility from $500 million to $550 million;
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extending the maturity date of the ABL Facility from June 18, 2019 to October 25, 2022, subject to a springing maturity provision that would accelerate the maturity of the ABL Facility to 91 days prior to the scheduled maturity date of the Companys term loan (the Term Loan) or its 7.00% senior notes due in 2022 (the Senior Notes) if there are any obligations outstanding under the Term Loan or Senior Notes as of that date;
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reducing the interest rate margin ceiling on amounts borrowed under the ABL Facility to now bear interest at either (a) an adjusted LIBOR rate plus a margin of 1.25% to 1.75% per annum, or (b) an alternate base rate plus a margin of 0.25% to 0.75% per annum based on average historical excess availability during the preceding quarter;
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reducing the fee on unused commitments to 0.25%; and
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increasing the maximum amount of dividends payable on the Companys common stock in any fiscal quarter to $15 million.
Except for the changes described above, the terms and conditions of the ABL Facility remain substantially unchanged. This description is qualified in its entirety by, Amendment No. 2, which will be included as an exhibit to the Companys quarterly report on Form 10-Q for the fiscal quarter ending October 28, 2017.
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