29th May 2014 12:05
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. SIGNET UK FINANCE PLC HAS FILED A FORM 8-K WITH THE SEC FOR THE MATERIAL DEFINITIVE AGREEMENT TO WHICH THIS COMMUNICATION RELATES. MORE COMPLETE INFORMATION ABOUT THE AGREEMENT MENTIONED IN THIS COMMUNICATIONCAN BE VIEWED FOR FREE BY VISITING EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV.
SIGNET JEWELERS LIMITED ANNOUNCES ENTRY INTO AN AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
HAMILTON, Bermuda, May 29, 2014 - Signet Jewelers Limited ("Signet", NYSE and LSE: SIG). On May 27, 2014, Signet Group Limited, Signet Group Treasury Services Inc. and Sterling Jewelers Inc. as borrowers (each a subsidiary of Signet and collectively, the "Borrowers") and Signet entered into an amendment and restatement of their existing credit agreement, among, Signet, the Borrowers, various financial institutions as lenders (the "Lenders") and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent") and the other agents party thereto (the "Amended and Restated Credit Agreement"). The Amended and Restated Credit Agreement replaces Signet's existing credit agreement, dated as of May 24, 2011, by and among Signet, Signet Group Limited, as borrower, Signet Group Treasury Services Inc., as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. Signet has guaranteed the obligations of the Borrowers under the Amended and Restated Credit Agreement and is also directly bound by certain of the covenants contained in the Amended and Restated Credit Agreement.
The Amended and Restated Credit Agreement provides for a $400.0 million 5-year senior unsecured revolving credit facility and a $400.0 million 5-year senior unsecured term loan, and has a maturity date of May 27, 2019. Borrowings under the Amended and Restated Credit Agreement will bear interest, at the Borrowers' option, at either; (i) a base rate plus a sliding scale rate based on Signet's "Fixed Charge Coverage Ratio" (as defined in the Amended and Restated Credit Agreement) (an "ABR Borrowing") or (ii) an adjusted LIBO rate plus a sliding scale rate based on Signet's Fixed Charge Coverage Ratio (a "Eurocurrency Borrowing"). Interest shall be payable, in the case of an ABR Borrowing, on the last day of each March, June, September and December and, in the case of a Eurocurrency Borrowing, on the last day of each interest period applicable to such Eurocurrency Borrowing, but not less often than every three months. Commitment fee rates range from 0.20% to 0.35% based on Signet's Fixed Charge Coverage Ratio and are payable quarterly in arrears and on the date of termination or expiration of commitments.
The Amended and Restated Credit Agreement limits Signet's ability to, among other things and subject to certain baskets contained therein, allow its subsidiaries who are not guarantors of the Amended and Restated Credit Agreement to incur certain types of debt, create certain other liens on its assets, make certain investments, sell certain assets, undertake certain transactions with affiliates, enter into certain merger transactions, enter into unrelated businesses and, under certain circumstances, make dividend payments and stock repurchases. The Amended and Restated Credit Agreement also contains certain representations and warranties, financial reporting requirements and other affirmative and negative covenants. The Amended and Restated Credit Agreement requires that Signet maintain a "Leverage Ratio" (as defined in the Amended and Restated Credit Agreement) not to be greater than 2:50 to 1.00 and a minimum "Fixed Charge Coverage Ratio" (as defined in the Amended and Restated Credit Agreement) not to be less than 1:40 to 1.00, both determined as of the end of each fiscal quarter of Signet.
The Amended and Restated Credit Agreement also includes customary events of default for facilities of this type (with customary grace periods, as applicable) and provides that, if an event of default occurs and is continuing, the interest rate on all outstanding obligations may be increased, payments of all outstanding loans may be accelerated and/or the Lenders' commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payable under the Amended and Restated Credit Agreement shall automatically become immediately due and payable, and the Lenders' commitments will automatically terminate.
The foregoing description of the Amended and Restated Credit Agreementdoes not purport to be a complete statement of the parties' rights and obligations under the Amended and Restated Credit Agreement and is qualified in its entirety by reference to such agreement, a copy of which has been filed as an Exhibit to the Form 8-K filed by Signet on 29 May 2014 with the Securities and Exchange Commission ("SEC") and is incorporated herein by reference. You may view this document for free by visiting EDGAR on the SEC web site at www.sec.gov.
Forward Looking Statements
This announcement may contain forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties, including but not limited to market conditions and such other factors as may be discussed in Signet's filings with the SEC. Signet undertakes no obligation to update any filings to reflect events or circumstances occurring after the date of this announcement.
Signet Contacts
For further information please contact:
James Grant, VP Investor Relations, Signet Jewelers+1 (330) 668-5412
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