December 27, 2021

Dear Sirs and Madams,

Company:

Skylark Holdings Co., Ltd.

Representative:

Makoto Tani, Chairman, President & CEO

(Securities Code: 3197; TSE First Section)

Contact:

Investor Relations

Notice Regarding Agreement to Amend Long-Term Commitment Line Agreement

Skylark Holdings Co., Ltd. (the Company) hereby announces that the Company has reached an agreement with the participating financial institutions today to amend the long-term commitment line agreement (the Amendment) as follows.

  1. Purpose for the Amendment
    The Company entered into a Long-Term Commitment Agreement on February 12, 2021 for the purpose of securing a flexible and stable means of financing in case the impact of COVID-19 on its business is prolonged.
    The Company agreed to the Amendment to set the total maximum loan amount at 35 billion yen after discussions with participating financial institutions based on the financing plan in light of the subsequent capital increase through public offering and the improvement of the business environment after the lifting of the emergency declaration.
  2. Summary of the Commitment Line Agreements after the Amendment

Contract Type

Commitment line agreement on a syndicate loan format

Commitment Amount

JPY35bn in total (from JPY70bn in total)

The Amendment Date

December 30, 2021

Commitment Deadline

February 12, 2024

Loan Period

Within 1 month for each loan

Interest Rate

TIBOR + Spread

Interest Payment

Payment on the maturity date for each loan

Use of Funds

Operating capital

Collateral

Not applicable

Guarantee

Skylark Restaurants Co., Ltd

Arranger/Agent

Mizuho Bank, Ltd.

Financial Covenants

(1) Maintenance of net assets

The amount of net assets on consolidated balance sheet at each half-

year end and fiscal year end shall be maintained at the below

amounts or higher.

From June 2021 to June 2023: JPY70bn

December 2023 and thereafter: JPY100bn

(2) Maintenance of profit

The consolidated profit or loss before tax (impairment amount for

goodwill and temporary transaction cost for the Commitment Line

Agreement can be excluded) at each fiscal year end shall not be

loss for two consecutive fiscal years.

  1. Upper limit of net leverage ratio (1)

The net leverage ratio at each quarter end shall be at the below or

lower.

December 2021:

5.50

March 2022:

5.25

June 2022:

5.00

September 2022:

4.75

December 2022 and March 2023:

4.50

June 2023 and September 2023:

4.25

December 2023:

4.00

Participant Financial Institutions

Mizuho Bank, Ltd

MUFG Bank, Ltd.

Sumitomo Mitsui Banking Corporation

The Norinchukin Bank

Sumitomo Mitsui Trust Bank, Ltd.

  1. Net leverage ratio = Consolidated net debt/Consolidated EBITDA for the previous 12 months "Consolidated EBITDA" under the Commitment Line Agreement refers to the consolidated operating income under the International Financial Reporting Standards as adjusted based on the depreciation, amortization, and non-cash expenditures subtracted in the calculation of consolidated operating income, as well as other items as required under the arrangements with the financial institutions which are the lenders under the Commitment Line Agreement.

3. Future Outlook

Upon the aforementioned transaction, no significant impact on business performance is anticipated.

End

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Disclaimer

Skylark Co. Ltd. published this content on 27 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 December 2021 06:06:13 UTC.