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JPMorgan Chase Agents Expanded $1B ABL Credit Facility for Bed Bath & Beyond

August 10, 2021, 07:56 AM
Filed Under: Retail

Bed Bath & Beyond amended its asset-based revolving credit facility. The revised and expanded ABL Facility increases the Company's capacity from $850 million to $1.0 billion with improvements to borrowing terms and financial covenants.  Among other things, this amendment reflects an improved cost structure and the amended agreement extends the original expiration date of 2023 to 2026. According to the 8K filing, JPMorgan Chase Bank, acted as administrative agent and collateral agent.

As outlined in the 8K filing, the Amended Credit Agreement provides for an asset-based revolving credit facility (the “ABL Facility”) with aggregate revolving commitments established at closing of $1,000,000,000, including a swingline subfacility and a letter of credit subfacility. The Amended Credit Agreement has an uncommitted expansion feature which allows the borrowers to request, at any time following the delivery of an initial field exam and appraisal, an increase in aggregate revolving commitments under the ABL Facility or elect to enter into a first-in-last-out loan facility, collectively, in an aggregate amount of up to $375,000,000, subject to certain customary conditions. The Amended Credit Agreement matures on August 9, 2026.

The ABL Facility is secured on a first priority basis (subject to customary exceptions) on all accounts receivable (including credit card receivables), inventory, certain deposit accounts and securities accounts, and certain related assets, of the Company and its subsidiaries that are borrowers or guarantors under the ABL Facility. Amounts available to be drawn from time to time under the ABL Facility (including, in part, in the form of letters of credit) are equal to the lesser of (i) outstanding revolving commitments under the Amended Credit Agreement and (ii) a borrowing base equal to the sum of (a) 90% of eligible credit card receivables plus (b) 90% of eligible inventory, valued at the lower of cost or market value, determined on a weighted average cost basis, minus (c) customary reserves.

Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the ABL Facility at any time without premium or penalty. Any voluntary prepayments made will not reduce commitments under the ABL Facility. If at any time the outstanding amount under the ABL Facility exceeds the lesser of (i) the aggregate revolving commitments and (ii) the borrowing base, the Company will be required to prepay outstanding amounts or cash collateralize letter of credit obligations under the ABL Facility.

Outstanding amounts under the Amended Credit Agreement bear interest at a rate per annum equal to, at the applicable borrower’s election: (i) in the case of loans denominated in Dollars, such loans shall be comprised entirely of ABR loans and LIBO Rate loans and (ii) in the case of loans denominated in Canadian dollars, such loans shall be comprised entirely of Canadian Prime Rate loans and CDOR loans, in each case as set forth in the Amended Credit Agreement, plus an interest rate margin based on average quarterly availability ranging from (i) in the case of ABR loans and Canadian Prime Rate loans, 0.25% to 0.75%; provided that if ABR or the Canadian Prime Rate is less than 1.00%, such rate shall be deemed to be 1.00%, as applicable, and (ii) in the case of LIBO Rate loans and CDOR Loans, 1.25% to 1.75%; provided that if the LIBO Rate is less than 0.00%, such rate shall be deemed to be 0.00%, as applicable.

The Amended Credit Agreement contains customary representations and warranties, events of default and financial, affirmative and negative covenants for facilities of this type, including but not limited to a springing financial covenant relating to a fixed charge coverage ratio, and restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, restricted payments and prepayment of certain indebtedness.

Gustavo Arnal, Executive Vice President and Chief Financial Officer of Bed Bath & Beyond, stated, "We are pleased to have secured a larger and more advantageous facility based on the continued progress of our transformation.  While our liquidity has remained strong throughout the past year, we appreciate the increased support from our banking partners. This revised ABL Facility underscores their confidence in our business as we execute our long-term strategies.  We will continue to strengthen our balance sheet and remain diligent stewards of capital allocation, leveraging our enhanced financial position to execute our business transformation."

The amendment is effective August 9, 2021.

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