Current Report Filing (8-k)
August 29 2018 - 2:05PM
Edgar (US Regulatory)
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): August 29, 2018 (August 23, 2018)
FRED’S,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Commission
File Number 001-14565
|
|
Tennessee
|
|
|
|
62-0634010
|
(State
or other Jurisdiction
of
Incorporation)
|
|
|
|
(IRS
Employer
Identification
No.)
|
|
|
4300
New Getwell Road, Memphis, Tennessee 38118
(Address
of principal executive offices)
(901)
365-8880
Registrant’s
telephone number, including area code
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). ☐
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 financing accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
August 23, 2018, Fred’s, Inc. (the “Company”) and certain of its subsidiaries entered into that certain Seventh
Amendment to Credit Agreement, Second Amendment to Amended and Restated Addendum to Credit Agreement and Second Amendment to Security
Agreement (the “Amendment”), by and among the Company and certain of its subsidiaries, Regions Bank, in its capacity
as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and
lender. The Amendment amends the Company’s existing (i) Credit Agreement, dated as of April 9, 2015, as amended as of October
23, 2015, December 28, 2016, January 27, 2017, July 31, 2017, August 22, 2017 and April 5, 2018 (as amended, the “Credit
Agreement”); (ii) Amended and Restated Addendum to Credit Agreement, dated as of January 27, 2017, as amended as of July
31, 2017; and (iii) Security Agreement, dated as of April 9, 2015, as amended as of July 31, 2017.
Among
other things, the Amendment:
|
●
|
Permits
certain sale-leaseback transactions;
|
|
●
|
Allows
transfers of properties to non-Loan Party (as defined in the Credit Agreement) subsidiaries
for financing and allows for the assumption of debt and liens related to such financings;
|
|
●
|
Permits
the sale of Real Estate (as defined in the Credit Agreement), other than Distribution
Centers (as defined in the Amendment), for fair market value;
|
|
●
|
Decreases,
at Company’s request, (i) the revolving loan commitment from $270 million to $210
million, with the corresponding effect of reducing commitment fees, and (ii) certain
thresholds that relate to the revolving loan commitment, including excess availability
requirements;
|
|
●
|
Adds
repurchases and redemptions to the definition of restricted payments, which are limited
under the restricted payments covenant; and
|
|
●
|
Amends
certain representations and warranties of the Loan Parties.
|
The
lenders (and their respective subsidiaries or affiliates) under the Credit Agreement have in the past provided, or may in the
future provide, investment banking, underwriting, lending, commercial banking, trust and other advisory services to the Company,
its subsidiaries or affiliates. These parties have received, and may in the future receive, customary compensation from the Company,
its subsidiaries or affiliates, for such services.
The
foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
10.1
|
Seventh Amendment to Credit Agreement, Second Amendment to Amended and Restated Addendum to Credit Agreement and Second Amendment to Security Agreement, dated as of August 23, 2018, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.
|
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.
|
|
|
|
FRED’S
INC.
|
|
|
|
Date:
August 29, 2018
|
By:
|
/s/
Joseph Anto
|
|
Name:
|
Joseph
Anto
|
|
Title:
|
Interim
Chief Executive Officer, Executive Vice President, Chief Financial Officer and Secretary
|
EXHIBIT
INDEX
Number
|
Exhibit
|
10.1
|
Seventh Amendment to Credit Agreement, Second Amendment to Amended and Restated Addendum to Credit Agreement and Second Amendment to Security Agreement, dated as of August 23, 2018, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.
|
Freds (NASDAQ:FRED)
Historical Stock Chart
From Mar 2024 to Apr 2024
Freds (NASDAQ:FRED)
Historical Stock Chart
From Apr 2023 to Apr 2024