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Financing
3 Months Ended
May 01, 2021
Debt Disclosure [Abstract]  
Financing

Note 2—Financing

Long-term debt consisted of the following:

 

 

 

May 1,

2021

 

 

May 2,

2020

 

 

January 30,

2021

 

 

 

(Dollars in millions)

 

Revolving Credit Facility

 

$

131.0

 

 

$

300.0

 

 

$

85.5

 

Term Loan due 2023

 

 

635.3

 

 

 

842.2

 

 

 

635.4

 

Term Loan due 2024

 

 

 

 

 

211.9

 

 

 

72.8

 

Total debt

 

 

766.3

 

 

 

1,354.1

 

 

 

793.7

 

Less unamortized discount and debt costs

 

 

(5.9

)

 

 

(15.1

)

 

 

(7.4

)

Total debt, net

 

 

760.4

 

 

 

1,339.0

 

 

 

786.3

 

Less current portion of debt

 

 

 

 

 

(9.1

)

 

 

 

Long-term debt, net

 

$

760.4

 

 

$

1,329.9

 

 

$

786.3

 

 

Revolving Credit Facility

On October 21, 2016, the Company entered into an asset-based revolving credit facility agreement, which originally provided for senior secured financing of up to $400.0 million, subject to a borrowing base, maturing on October 20, 2021. On November 25, 2020, the Company entered into an agreement to amend various terms of the asset-based revolving credit facility agreement (as amended, the “Revolving Credit Facility”), which provides for senior secured financing of up to $500.0 million, subject to a borrowing base, maturing on November 25, 2025 (subject to a springing maturity date to the extent the Term Loan due 2023 (as defined below) has not been refinanced prior to its current maturity date). 

As of May 1, 2021, there were $131.0 million of borrowings on the Revolving Credit Facility and our outstanding letters of credit obligation was $24.8 million. As of May 1, 2021, our excess availability on the Revolving Credit Facility was $215.5 million. During the first quarter of fiscal 2022, the weighted average interest rate for borrowings under the Revolving Credit Facility was 2.84 percent, compared to 2.79 percent for the first quarter of fiscal 2021. As of May 2, 2020, the Company had $300.0 million of borrowings on the Revolving Credit Facility and our outstanding letters of credit obligation was $16.9 million. As of May 2, 2020, our excess availability on the Revolving Credit Facility was $83.1 million.

Term Loan Due 2023

On October 21, 2016, the Company entered into a $725.0 million senior secured term loan facility (the “Term Loan due 2023”) which was issued at 98.0 percent of face value. The Term Loan due 2023 facility is with a syndicate of lenders and is secured by substantially all the assets of JOANN, excluding the Revolving Credit Facility collateral, and has a second priority security interest in the Revolving Credit Facility collateral. It is guaranteed by existing and future wholly-owned subsidiaries of JOANN, subject to certain exceptions. The Term Loan due 2023 agreement does not contain any financial covenants.

Term Loan Due 2024

On May 21, 2018, the Company entered into a $225.0 million term loan facility (the “Term Loan due 2024” and, together with the Term Loan due 2023, the “Term Loans”), which was issued at 98.5 percent of face value. The Term Loan due 2024 was with a syndicate of lenders. The Term Loan due 2024 was secured by a second priority security interest in all the assets of JOANN, excluding the Revolving Credit Facility collateral, and had a third priority security interest in the Revolving Credit Facility collateral. It was guaranteed by existing and future wholly-owned subsidiaries of JOANN, subject to certain exceptions.

On March 19, 2021, in connection with the closing of the initial public offering, the Company used all net proceeds received from the initial public offering and borrowings from the Revolving Credit Facility to repay all of the outstanding borrowings and accrued

interest under the Term Loan due 2024 totaling $72.7 million. Following such repayment, all obligations under the Term Loan due 2024 have been terminated.

Covenants

The covenants contained in the credit agreements restrict JOANN’s ability to pay dividends or make other distributions; accordingly, any dividends may only be made in accordance with such covenants. Among other restrictions, the credit agreements allow for dividends after an initial public offering in amounts not to exceed 6% per annum of the net proceeds received by, or contributed to Jo-Ann Stores, LLC. So long as there is no event of default, the credit agreements also allow dividends in amounts not less than $25 million, which amount can increase if certain other conditions are satisfied, including if JOANN’s leverage does not exceed certain thresholds. Additionally, the Revolving Credit Facility allows for unlimited dividends, so long as there is no event of default and the Company’s excess availability is greater than 20% of the maximum credit, calculated on a pro forma basis for 60 days. At May 1, 2021, the Company was in compliance with all covenants under its credit agreements.

For further details on the Company’s debt, see Note 2 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended January 30, 2021.