Current Report Filing (8-k)
July 06 2015 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 2015
URBAN OUTFITTERS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Pennsylvania |
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000-22754 |
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23-2003332 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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5000 South Broad Street, Philadelphia PA |
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19112-1495 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (215) 454-5500
N/A
(Former name or
former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
On July 1, 2015, Urban Outfitters,
Inc. (the Company) entered into a five-year asset-based revolving credit facility pursuant to a Credit Agreement (the Credit Agreement) among the Company, its domestic subsidiaries and the lenders party thereto, including
JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Wells Fargo Bank, National Association, as joint lead arrangers and co-book managers. The Credit Agreement provides for a new senior secured asset-based revolving
credit facility of up to $400 million (the Credit Facility), subject to a borrowing base, pursuant to which the lenders will make revolving loans and swing line loans, and issue letters of credit. The Credit Agreement also provides for
an uncommitted accordion feature allowing for an increase in the aggregate principal amount of up to an additional $150 million. The Credit Facility is available for working capital and other general corporate purposes.
The Company and its domestic subsidiaries have granted security interests in their respective inventory, accounts receivable, credit card
receivables, certain deposit and investment accounts and certain other assets, as collateral security for the obligations under the Credit Facility, banking service agreements (including specified commercial letter of credit agreements) and swap
agreements.
Borrowings under the Credit Agreement accrue interest at the election of the Company at either (i) adjusted LIBOR, CDOR
or EURIBOR plus an applicable margin ranging from 1.125% to 1.625%, or (ii) an adjusted ABR plus an applicable margin ranging from 0.125% to 0.625%, each such rate being based on average borrowing availability under the Credit Facility and the
Companys adjusted leverage ratio. A commitment fee is payable quarterly, on the unused portion of such lenders commitment during such period, which accrues at a rate of 0.20% or 0.25% per annum depending on the Companys
adjusted leverage ratio.
The Credit Agreement matures on July 1, 2020, and requires compliance with conditions precedent that must
be satisfied prior to any borrowing as well as ongoing compliance with certain customary representations and warranties, affirmative and negative covenants. The Credit Agreement contains customary events of default. An event of default may cause the
applicable interest rate and fees to increase by 2.0% per annum.
Item 1.02. |
Termination of a Material Definitive Agreement. |
In connection with the entry into the
Credit Agreement described above, on July 1, 2015, the Company satisfied its obligations under and terminated its existing credit agreement and existing loan documents, dated March 27, 2014, among the Company, certain of its subsidiaries
and Wells Fargo Bank, National Association, as administrative agent.
Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information described above under Item 1.01. Entry into a Material Definitive Agreement is hereby incorporated by reference
into this Item 2.03.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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URBAN OUTFITTERS, INC. |
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Date: July 6, 2015 |
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By: |
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/s/ Francis J. Conforti |
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Francis J. Conforti |
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Chief Financial Officer |
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