Item 1.01
Entry into a Material Definitive Agreement.
On December 7, 2016, Helen of Troy Limited (the Company) and Helen of Troy, L.P., a subsidiary of the Company and the borrower, entered into that certain First Amendment to Amended and Restated Credit Agreement (the Amendment) with Bank of America, N.A., as administrative agent, and the other lenders party thereto. The Amendment amends the Amended and Restated Credit Agreement, dated January 16, 2015, with Bank of America, N.A., as administrative agent, and the other lenders party thereto (as amended, the Credit Agreement).
The Amendment increases the unsecured revolving commitment of the Credit Agreement from $650 million to $1 billion, subject to the terms and limitations described in the Credit Agreement. The maturity of the commitment under the Credit Agreement was extended from January 16, 2020 to December 7, 2021. The Amendment amended the Credit Agreement to permit Qualified Acquisitions (as described in the Credit Agreement), provided that the Leverage Ratio (as defined in the Credit Agreement) immediately prior to such Qualified Acquisition is not greater than 3.50 to 1.00 and subject to certain other terms and limitations set forth in the Credit Agreement. If a Qualified Acquisition is consummated, the Amendment modified the Leverage Ratio following a Qualified Acquisition, such that the Leverage Ratio cannot be greater than:
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4.25 to 1.00 at any time during the fiscal quarter in which a Qualified Acquisition is consummated;
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4.00 to 1.00 at any time during the first, second and third fiscal quarters immediately following the fiscal quarter in which a Qualified Acquisition is consummated; and
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3.75 to 1.00 at any time during the fourth fiscal quarter immediately following the fiscal quarter in which a Qualified Acquisition is consummated.
In addition, the Amendment increased the amount the Company may request under the accordion of the Credit Agreement to allow the Company to increase the aggregate revolving loan commitments by up to $200 million, subject to lender approval and the satisfaction of certain other conditions. Prior to the Amendment, the maximum increase under the accordion was $150 million. The Amendment does not modify the terms of the Credit Agreement under which repayment may be accelerated or increased.
The foregoing description of the First Amendment is not a complete description of all of the parties rights and obligations under such agreement and is qualified in its entirety by reference to the First Amendment, which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the Credit Agreement that was filed as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on January 20, 2015, which is incorporated by reference herein.