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Item 1.01.
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Entry into a Material Definitive Agreement.
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On June 24, 2020, TrueBlue, Inc. (the “company”) entered into a second amendment of its Revolving Credit Facility (the “Second Amendment”) with Bank of America, N.A. as administrative agent and a lender, BofA Securities, Inc., PNC Capital Markets LLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, and Wells Fargo Bank, N.A., PNC Bank, N.A., KeyBank, N.A., and HSBC Bank USA, N.A., as co-agents, and lenders. The original Revolving Credit Facility was entered into on July 13, 2018 and was amended by the first amendment, dated as of March 16, 2020 (the “First Amendment”).
Pursuant to the Second Amendment, the company and the lenders agreed to modify certain provisions of the Revolving Credit Facility. In particular, the Second Amendment suspends testing of the consolidated leverage ratio and the consolidated fixed charge coverage ratio financial covenants through June 27, 2021. Such covenants will be temporarily replaced with minimum asset coverage ratio, minimum liquidity and minimum EBITDA financial covenants. Additionally, commencing on June 28, 2021 (the third quarter of 2021), testing for the consolidated leverage ratio and the consolidated fixed charge coverage ratio financial covenants will recommence with certain step-downs as described in detail in the Second Amendment.
The Second Amendment also includes a restriction against cash hoarding and provides that the company may not make share repurchases prior to June 30, 2021.
Under the terms of the Revolving Credit Facility as amended, the company pays a variable rate of interest on the outstanding principal balance, a fee on outstanding letters-of-credit and a commitment fee. These rates are based on LIBOR or the base rate (highest of (a) Federal Funds Rate plus 0.50%, (b) Bank of America prime rate and (c) LIBOR plus 1.0%), plus an applicable spread. The Second Amendment adjusts the applicable spread for interest charged on loans. The new applicable spread is set forth below:
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Pricing Tier
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Consolidated leverage ratio
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Commitment fee
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Letter of credit fee
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Eurodollar rate loans
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Base rate loans
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1
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< 1.00:1
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0.25%
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1.00%
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1.25%
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0.25%
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2
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≥ 1.00:1 but < 1.50:1
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0.30%
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1.25%
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1.50%
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0.50%
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3
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≥ 1.50:1 but < 2.00:1
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0.35%
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1.75%
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2.00%
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0.75%
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4
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≥ 2.00:1 but < 2.50:1
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0.40%
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2.25%
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2.50%
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1.00%
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5
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≥ 2.50:1 but < 3.00:1
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0.45%
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2.75%
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3.00%
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1.25%
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6
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≥ 3.00: 1
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0.50%
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3.25%
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3.50%
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1.50%
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The applicable spread from the date of the Second Amendment through the end of this fiscal year shall be determined based upon Pricing Tier 6.
The Revolving Credit Facility as amended continues to provide a revolving line of credit of up to $300 million, and also includes the following:
•Accordion. The Revolving Credit Facility contains an accordion feature which, subject to lender approval, provides the company with the option to increase the total amount of the facility up to $450 million.
•Letters of Credit. Letters-of-credit include a fronting fee of 0.50%.
•Collateral. Obligations under the Revolving Credit Facility are secured by certain collateral of the company and its domestic subsidiaries.
•Covenants. The Revolving Credit Facility contains customary representations and warranties, events of default, and affirmative and negative covenants.
•Maturity Date. Pursuant to the First Amendment, the Maturity Date is March 16, 2025.
This description of the Revolving Credit Facility as amended does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the amended credit agreement. The Second Amendment is attached as Exhibit 10.1 to this Form 8-K, and is incorporated by reference herein.