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Subsequent Events
6 Months Ended
Jul. 28, 2017
Subsequent Events  
Subsequent Events

 

16.           Subsequent Events

 

Amendment of ABL Facility

 

On September 6, 2017, the Company, Parent, 99 Cents Only Stores Texas Inc., Royal Bank of Canada, as administrative agent for the ABL Facility, the existing lenders party thereto, the lender party thereto providing loans under the FILO Facility (as hereinafter defined) and TPG Specialty Lending, Inc., as agent for the FILO Facility (the “FILO Agent”), entered into an amendment to, among other things,  provide a last-out term loan facility under the FILO Facility in an aggregate principal amount of $25.0 million (the “FILO Facility”) (such amendment, the “Fifth Amendment”).  The Company has drawn the entire $25.0 million under the FILO Facility and the $25.0 million of incremental revolving commitments under the ABL Facility have been reduced to $0.  As part of the ABL Facility, all obligations under the FILO Facility are guaranteed by Parent and the other Credit Facilities Guarantors and are secured by the same collateral as the ABL Facility.

 

Loans under the FILO Facility bear interest at a rate based, at the Company’s option, on (i) LIBOR plus 7.75% or (ii) the determined base rate (Prime Rate) plus 6.75%.  In the event the Company makes a prepayment of the loans under the FILO Facility on or prior to September 6, 2019 the Company is required to pay certain premiums to the lender under the FILO Facility.  The Company must also pay customary agency fees to the FILO Agent.

 

The borrowing base under the ABL Facility may be reduced by an amount equal to the excess (if any) of the outstanding loans under the FILO Facility less the borrowing base under the FILO Facility, as reflected in the most recent borrowing base certificate furnished by the Company, as required pursuant to the ABL Facility.

 

The FILO Facility will mature (the “FILO Maturity Date”) on the earliest of (a) April 8, 2021, (b) the date that is 90 days prior to the stated maturity date in respect of the First Lien Term Loan Facility, (c) the date that is 90 days prior to the stated maturity date in respect of the Senior Notes, and (d) the date of termination of the commitments under the ABL Facility.

 

The Fifth Amendment provided the FILO Agent and the FILO Facility lenders with certain consent rights to amendments relating to, among other terms and provisions, the borrowing bases, the financial covenant and certain negative covenants.

 

In addition, the Fifth Amendment (i) increased the in-transit inventory cap for purposes of calculating the borrowing base under the ABL Facility from $10.0 million to $15.0 million, (ii) amended payment conditions that are required to be satisfied in connection with certain specified payments and (iii) set the systems reserve at 7.5% of store level inventory, eliminating increases to 10%, 12.5% and 15% of store level inventory at the end of the fiscal quarters ending on or about April 30, 2017, July 31, 2017 and October 31, 2017, respectively.

 

Texas Store Impact from Hurricane Harvey

 

The Company currently operates 27 stores and one distribution center in the greater Houston, Texas metropolitan area.  Due to severe weather conditions in connection with Hurricane Harvey in late August 2017, the majority of the Company’s Houston stores and the distribution center were unable to open or operate for two to three days.  24 stores and the distribution center have since reopened. Three stores remain closed due to structural damage of varying magnitudes.  The Company is currently assessing the extent of damage and expected insurance proceeds to determine the potential impact on the Company’s financial condition and results of operations.