Current Report Filing (8-k)
June 07 2017 - 4:18PM
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):
June
2, 2017
PIER 1 IMPORTS, INC.
(Exact
Name of Registrant as Specified in Charter)
DELAWARE
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001-07832
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75-1729843
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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100 Pier 1 Place
Fort Worth, Texas
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76102
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s Telephone Number, Including Area Code
817-252-8000
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):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 2, 2017, Pier 1 Imports, Inc., through its subsidiary Pier 1
Imports (U.S.), Inc. (collectively with Pier 1 Imports, Inc. and other
subsidiaries as guarantors, the “Company”), as the borrower, entered
into a Second Amended and Restated Credit Agreement (the “Revolving
Credit Agreement”) with Bank of America, N.A., as administrative agent
and collateral agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Wells Fargo Bank, National Association as joint lead arrangers and
joint lead bookrunners, and various other agents and the lenders party
thereto, which amended certain terms of its $350 million revolving
credit facility (the “Revolving Credit Facility”) as described below.
The Revolving Credit Agreement extends the maturity date for the
Revolving Credit Facility from June 18, 2018, to June 2, 2022. Credit
extensions under the Revolving Credit Facility amounted to $42.2 million
as of June 2, 2017, comprised entirely of stand-by letters of credit
issued pursuant to the Revolving Credit Agreement.
The Revolving Credit Agreement provides, at the Company’s option, that
borrowings will bear interest at either (a) the adjusted LIBOR rate plus
a spread varying from 125 to 150 basis points per annum, depending on
the amount then borrowed under the Revolving Credit Facility (150 basis
points as of June 2, 2017), or (b) the prime rate plus a spread varying
from 25 to 50 basis points per annum, depending on the amount then
borrowed under the Revolving Credit Facility (50 basis points as of June
2, 2017). Provided that there is no default and no default would occur
as a result thereof, the Company may request that the Revolving Credit
Facility be increased to an amount not to exceed $500 million.
A copy of the Revolving Credit Agreement will be filed as an exhibit to
the Company’s Quarterly Report on Form 10-Q for the quarter ended May
27, 2017.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 (Entry into a Material
Definitive Agreement) above is hereby incorporated by reference into
this Item 2.03.
Item 7.01 Regulation FD Disclosure.
On June 7, 2017, Pier 1 Imports, Inc. (the “Company”) issued a press
release announcing that it will distribute its first quarter fiscal 2018
financial results after market close on Wednesday, June 28, 2017,
followed by a conference call at 4:00 p.m. Central Time that day. The
call will be hosted by Alasdair James, President and Chief Executive
Officer, and Jeff Boyer, Executive Vice President and Chief Financial
Officer. A copy of this press release is attached hereto as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1
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Press release dated June 7, 2017, announcing that the Company will
distribute its first quarter fiscal 2018 financial results after
market close on Wednesday, June 28, 2017, followed by a conference
call at 4:00 p.m. Central Time that day.
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SIGNATURES
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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PIER 1 IMPORTS, INC.
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Date:
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June 7, 2017
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By:
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/s/ Michael A. Carter
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Michael A. Carter, Executive Vice President Compliance
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and General Counsel, Secretary
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press release dated June 7, 2017, announcing that the Company will
distribute its first quarter fiscal 2018 financial results after
market close on Wednesday, June 28, 2017, followed by a conference
call at 4:00 p.m. Central Time that day.
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