Item 1.01. Conclusion of a significant definitive agreement.
(“Credit Suisse”), as lead arrangers and joint bookrunners,
The credit agreement provides for a
Under the terms of the credit agreement, the Company has the option to extend the revolving credit facility up to
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.
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
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.
The following parts are included in this report:
Exhibit 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 3
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