Daily News: February 7, 2018

BofA Agents $400MM Revolver for Genesco


Hat-maker Genesco and its subsidiaries completed a $400 million revolving credit facility with Bank of America as administrative agent.

According to a related 8-K filing, the facility contains a $70 million sublimit for the issuance of letters of credit and a domestic swingline subfacility of up to $45 million. For GCO Canada, it contains a revolving credit subfacility in an aggregate amount not to exceed $70 million, which includes a $5 million sublimit for the issuance of letters of credit and a swingline subfacility of up to $5 million. For Genesco (UK), it contains a revolving credit subfacility in an aggregate amount not to exceed $100 million, which includes a $10 million sublimit for the issuance of letters of credit and a swingline subfacility of up to $10 million. The credit facility has a five-year term. Any swingline loans and any letters of credit and borrowings under the Canadian and UK subfacilities will reduce the availability under the credit facility on a dollar-for-dollar basis.

The company has the option, from time to time, to increase the availability under the facility by an aggregate amount of up to $200 million subject to, among other things, the receipt of commitments for the increased amount. In connection with this increased facility, the Canadian revolving credit subfacility may be increased by no more than $15 million and the US revolving credit subfacility may be increased by no more than $100 million.

The credit facility also provides that a first-in, last-out tranche could be added to the revolving credit facility at the option of the company subject to, among other things, the receipt of commitments for such tranche.

The loans and other obligations under the credit facility are secured by a perfected first priority lien on and security interest in certain assets of the company and certain subsidiaries of the company, including accounts, inventory, payment intangibles, and deposit accounts and specifically excludes intellectual property, equity interests, equipment, real estate and leaseholds interests. The assets of Genesco (UK) will not be pledged as collateral unless the UK borrowing base is established and once pledged, will only serve to secure the obligations of GCO Canada and Genesco (UK) and their respective subsidiaries.

US Bank and SunTrust Bank are co-syndication agents. PNC is documentation agent. Bank of America, US Bank and SunTrust Robinson Humphrey are joint lead arrangers and joint bookrunners.