GUESS INC: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Settlement FD Disclosure, Financial Statements and Exhibits (Form 8- K)


Item 1.01. Conclusion of a significant definitive agreement.

On May 5, 2022, Guess Europe Sagl (the “Company”), a wholly-owned Swiss subsidiary of Guess?, Inc., as borrower, with Guess? Europe, B.V.., a
Netherlands a wholly owned subsidiary of Guess?, Inc., as guarantor (the “Guarantor”), has entered into a revolving credit facility agreement (the “Credit Agreement”) with UBS Switzerland Ltd (“UBS”) and Credit Suisse (Switzerland) Ltd
(“Credit Suisse”), as lead arrangers and joint bookrunners, UBSas agent, and the lenders parties thereto.

The credit agreement provides for a 250 million euros revolving line of credit. The credit facility is scheduled to mature on May 5, 2027. At closing, there was no direct borrowing under the credit facility. The Company terminated certain short-term debt agreements totaling 120 million euros with various banks in Europe at the same time as the conclusion of the credit agreement.

Under the terms of the credit agreement, the Company has the option to extend the revolving credit facility up to 100 million euros in aggregate and an option to extend the maturity date for up to two years, subject to the terms and conditions of the credit agreement, including the willingness of existing or new lenders to undertake such increases or extensions.

The revolving credit facility may be used for working capital and other general corporate purposes. Borrowings under the facility bear interest based on the daily outstanding balance at the Euro Interbank Offered Rate (EURIBOR) plus an applicable margin (varying from 0.85% to 1.20%), provided that the EURIBOR is not less than 0.0%. The credit facility carries a commitment fee equal to the available but unused borrowing capacity multiplied by 35% of an applicable margin (varying from 0.85% to 1.20%). The Company is also required to pay user fees on the total amount of loans outstanding under the facility at rates ranging from 0.10% to 0.20%, depending on the outstanding balance. The applicable margins are calculated quarterly and vary according to the indebtedness ratio of the Guarantor and its subsidiaries as set out in the Credit Agreement.

The credit agreement also contains various annual sustainability key performance targets, the achievement of which would result in an interest margin adjustment ranging from plus 5 basis points to minus 5 basis points per annum.

The Credit Agreement includes a financial covenant requiring a maximum leverage ratio of the Guarantor and its subsidiaries. In addition, the credit agreement includes customary representations and warranties, positive and negative clauses and events of default.

The Company may voluntarily reduce or terminate the renewal commitments and prepay outstanding loans under the Credit Agreement, in whole or in part, at any time, subject to customary administrative arrangements.

The foregoing is intended only to be a summary of the Credit Agreement and is qualified in its entirety by the Credit Agreement, which is attached as Schedule 10.1 and incorporated herein by reference.


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Section 2.03. Creation of a Direct Financial Obligation or an Obligation under a

           Off-Balance Sheet Arrangement of a Registrant.

The information set out above in point 1.01 is incorporated by reference in this point 2.03.

Item 7.01. FD Regulation Disclosure.

The Company issued a press release on May 9, 2022 announcing his new 250 million euros credit facility. The press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Consistent with Policy Statement B.2 of Form 8-K, the information in this Section 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act. of 1934, as amended (the “Exchange Act”), or otherwise subject to the responsibilities of this section, and shall not be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless otherwise expressly stated by specific reference in this filing.

Item 9.01. Financial statements and supporting documents.

(d) Exhibits

The following parts are included in this report:

Number                               Description of Exhibit

10.1           Revolving Credit Facility Agreement dated as of May 5, 2022, among
             Guess Europe Sagl, as borrower, Guess? Europe, B.V., as guarantor, UBS
             Switzerland AG ("UBS") and Credit Suisse (Switzerland) Ltd ("Credit
             Suisse"), as lead arrangers and joint bookrunners, UBS, as agent, and
             the lenders party thereto.

99.1           Press release issued by Guess?, Inc. dated May 9, 2022.

104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document


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