TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 17, 2017, Trans World Entertainment Corporation (the
Company) entered into a Second Amended and Restated Credit
Agreement (the Credit Agreement) with Wells Fargo Bank, National
Association (Wells Fargo), as administrative agent, under which
the lenders party thereto committed to provide up to $75 million
in loans under a five-year, secured revolving credit facility
(the Credit Facility). The Credit Agreement amends and restates
the Companys existing Amended and Restated Revolving Credit
Agreement dated as of April 15, 2010 and amended by that certain
First Amendment to the Credit Agreement dated as of May 4, 2012.
The commitments by the lenders under the Credit Facility are
subject to borrowing base and availability restrictions. Up to
$7.5 million of the Credit Facility may be used for the issuance
of letters of credit and up to $7.5 million of the Credit
Facility may be used for the making of swing line loans.
Interest under the Credit Facility accrues, at the election of
the Company, at a LIBO Rate or Base Rate, plus, in each case, an
Applicable Margin, which is determined by reference to the level
of Availability as defined in the Credit Agreement, with the
Applicable Margin for LIBO Rate loans ranging from 1.75% to 2.00%
and the Applicable Margin for Base Rate loans ranging from 0.75%
to 1.00%. In addition, a commitment fee of 0.25% is also payable
on unused commitments.
The Credit Facility is secured by a first priority security
interest in substantially all of the assets of the Company,
including inventory, accounts receivable, cash and cash
equivalents and certain other collateral of the borrowers and
guarantors under the Credit Facility (collectively, the Credit
Facility Parties) and by a first priority pledge of equity
interests in certain of the Companys subsidiaries.
Among other things, the Credit Agreement limits the Companys
ability to incur additional indebtedness, create liens, make
investments, make restricted payments or specified payments and
merge or acquire assets.
The Credit Agreement contains customary events of default,
including, but not limited to, payment defaults, breaches of
representations and warranties, covenant defaults, cross-defaults
to similar obligations, customary ERISA defaults, certain events
of bankruptcy and insolvency, judgment defaults, the invalidity
of liens on collateral, change in control, cessation of business
or the liquidation of material assets of the Credit Facility
Parties taken as a whole, the occurrence of an uninsured loss to
a material portion of collateral and failure of the obligations
under the Credit Facility to constitute senior indebtedness under
any applicable subordination or intercreditor agreements.
The proceeds from the Credit Facility will be used by the Company
and its subsidiaries for working capital, to finance capital
expenditures and for other general corporate purposes.
The Company paid certain customary fees and expenses in
connection with obtaining the lenders commitments to the terms of
a related fee letter.
The foregoing description of the Credit Facility does not purport
to be complete and is qualified in its entirety by reference to
the Credit Agreement, a copy of which is attached as Exhibit 4.1
to this Current Report on Form 8-K and incorporated herein by
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS. The following exhibit is filed herewith:
Second Amended and Restated Credit Agreement between Trans
World Entertainment Corporation and Wells Fargo, National
Association dated January 17, 2017.
About TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC)
Trans World Entertainment Corporation is a specialty retailer of entertainment products, including trend, video, music, electronics and related products. The Company operates a chain of retail entertainment stores and e-commerce sites, www.fye.com and www.secondspin.com. It owns interest in Record Town, Inc., through which its principal operations are conducted. It operates over 270 mall-based stores under the For Your Entertainment (f.y.e.) brand, including f.y.e. stores and video only stores. The Company operates over 260 mall-based f.y.e. stores, which carry entertainment products, including video, music, trend, electronics, video games and related products. It operates over nine video-only stores under the Suncoast Motion Pictures brand, which specialize in the sale of video and related product. It operates approximately 30 freestanding stores under the f.y.e. brand, which carries entertainment products, including video, music, trend, electronics, video games and related products. TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) Recent Trading Information
TRANS WORLD ENTERTAINMENT CORPORATION (NASDAQ:TWMC) closed its last trading session up +0.04 at 3.19 with 4,135 shares trading hands.
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