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Bank of America Agents J. Crew Group’s ABL Facility Amendment

March 25, 2014, 07:13 AM
Filed Under: Retail

The following is excerpted from J.Crew Group's Fourth Quarter and Fiscal 2013 Results released on Mar. 24.

On March 5, 2014, the Company, Bank of America, N.A., as administrative agent and as collateral agent, and each lender party thereto entered into the Second Amendment to the Credit Agreement, which modifies the Company's $250 million asset-based revolving credit facility (the "ABL Facility"). The Second Amendment amends the ABL Facility to, among other things, permit the incurrence of incremental secured indebtedness under the term loan facility described below and the redemption in full of the Company's $400 million in outstanding 8.125% Senior Notes due 2019 (the "Senior Notes") pursuant to the Senior Notes Indenture, dated March 7, 2011.       

On March 5, 2014, the Company also entered into an amended and restated credit agreement with certain lenders, Bank of America, N.A. and Goldman Sachs USA, as joint lead arrangers and joint bookrunners, and Bank of America, N.A., as administrative and collateral agent, which provides for a $1.567 million term loan facility  (the "Term Loan Facility") and amends various terms of the Company's prior credit agreement dated March 7, 2011, as amended (the "Prior Term Loan Facility").The proceeds of the Term Loan Facility were used to (i) refinance outstanding borrowings under the Prior Term Loan Facility of $1,167 million and (ii) together with cash on hand, satisfy and discharge the Company's obligations under the Senior Notes and Senior Notes Indenture. The maturity date of the Term Loan Facility was extended to March 5, 2021.

In the first quarter of fiscal 2014, the Company will incur a loss on refinancing of $37 million, consisting of (i) a non-cash write-off of deferred financing costs of $16 million, (ii) call premiums of $16 million, and (iii) debt issuance costs of $5 million. The refinancing will also result in the discontinuance of the designation of the Company's interest rate swap agreements as a cash flow hedge. Accordingly, prior unrealized losses of $22 million, previously recorded as a component of accumulated other comprehensive income, will be reclassified to earnings in the first quarter as a component of interest expense.

To view the entire earnings report for J. Crew Group, Inc., click here.

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