Current Report Filing (8-k)
20 October 2018 - 8:09AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): October 19, 2018 (October 15, 2018)
FRED’S,
INC.
(Exact
Name of Registrant as Specified in Charter)
Commission
File Number 001-14565
Tennessee
|
|
62-0634010
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(State
or other Jurisdiction
of
Incorporation)
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(IRS
Employer
Identification
No.)
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4300
New Getwell Road, Memphis, Tennessee 38118
(Address
of principal executive offices)
(901)
365-8880
Registrant’s
telephone number, including area code
Not
Applicable
(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:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
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 financing accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On
October 15, 2018, Fred’s, Inc. (the “Company”) and certain of its subsidiaries entered into that certain Third
Amendment to Amended and Restated Addendum to Credit Agreement (the “Amendment”), by and among the Company and certain
of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America,
N.A., in its capacity as co-collateral agent and lender. The Amendment amends the Company’s existing Amended and Restated
Addendum to Credit Agreement, dated as of January 27, 2017, as amended as of July 31, 2017 and August 23, 2018. The Amendment
does not otherwise amend that certain Credit Agreement dated as of April 9, 2015, as amended as of October 23, 2015, December
28, 2016, January 27, 2017, July 31, 2017, August 22, 2017, April 5, 2018 and August 23, 2018 (the “Credit Agreement”),
or that certain Security Agreement, dated as of April 9, 2015, as amended as of July 31, 2017 and August 23, 2018 (the “Security
Agreement”).
Among
other things, the Amendment:
|
●
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Increases
the frequency of certain financial reporting obligations of the Company and its subsidiaries
to the lenders that apply only during the period from October 15, 2018 until the earlier
of November 30, 2018 and the date on which the Company fails to comply with such reporting
obligations;
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●
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Reduces
the excess availability requirements during such period; and
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●
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Increases
the percentage of the projected value of customer prescription files under the borrowing
base, potentially allowing for increased borrowing capability during such period.
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The
lenders (and their respective subsidiaries or affiliates) under the Credit Agreement have in the past provided, or may in the
future provide, investment banking, underwriting, lending, commercial banking, trust and other advisory services to the Company,
its subsidiaries or affiliates. These parties have received, and may in the future receive, customary compensation from the Company,
its subsidiaries or affiliates, for such services.
The
foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
10.1
|
Third
Amendment to Amended and Restated Addendum to Credit Agreement, dated as of October 15, 2018, by and among Fred’s, Inc.
and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and
Bank of America, N.A., in its capacity as co-collateral agent and lender.
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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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FRED’S
INC.
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Date:
October 19, 2018
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By:
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/s/
Joseph M. Anto
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Name:
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Joseph
M. Anto
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Title:
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Interim
Chief Executive Officer, Executive Vice President, Chief Financial Officer and Secretary
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EXHIBIT
INDEX
Number
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Exhibit
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10.1
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Third Amendment to Amended and Restated Addendum to Credit Agreement, dated as of October 15, 2018, by and among Fred’s, Inc. and certain of its subsidiaries, Regions Bank, in its capacity as administrative agent, co-collateral agent and lender, and Bank of America, N.A., in its capacity as co-collateral agent and lender.
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