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BIG LOTS INC : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

09/27/2021 | 04:16pm EST

Item 1.01. Entry into Material Definitive Agreements.

On September 22, 2021, Big Lots, Inc. ("BLI"), its wholly-owned subsidiary Big
Lots Stores, Inc. ("BLSI"), and certain of its other direct and indirect
wholly-owned subsidiaries (together with BLI and BLSI, "we," "us" or "our")
entered into a new $600 million five-year unsecured credit facility (the "2021
Credit Agreement"). The 2021 Credit Agreement was entered into by and among BLI
and BLSI, as borrowers; certain subsidiaries named therein, as guarantors; the
Banks named therein; PNC Bank, National Association, as administrative agent for
the Banks; PNC Capital Markets LLC, as a Joint Lead Arranger and Joint
Bookrunner; Wells Fargo Bank, National Association, U.S. Bank National
Association and Truist Bank, as Co-Syndication Agents, Joint Lead Arrangers and
Joint Bookrunners; and The Huntington National Bank, Bank of America N.A., Fifth
Third Bank, National Association, and MUFG Bank, Ltd. as Co-Documentation

The 2021 Credit Agreement replaces the $700 million five-year unsecured credit
facility we entered into on August 31, 2018, as amended ("2018 Credit
Agreement"). The 2018 Credit Agreement was scheduled to expire on August 31,
2023, but was terminated concurrent with our entry into the 2021 Credit
Agreement. We did not incur any material early termination penalties in
connection with the termination of the 2018 Credit Agreement. The 2021 Credit
Agreement expires on September [22], 2026. The proceeds of the 2021 Credit
Agreement are available for general corporate purposes, working capital and to
repay certain of our indebtedness, including amounts due under the 2018 Credit
Agreement. The 2021 Credit Agreement includes a $50 million swing loan sublimit,
a $75 million letter of credit sublimit, a $75 million sublimit for loans to
foreign borrowers, and a $200 million optional currency submit. Optional
currencies include Canadian Dollars, Euros and any other currencies approved by
PNC and the Banks. Under the 2021 Credit Agreement, BLI and BLSI have the option
to (a) establish one or more incremental term loans and/or increases in the
Revolving Credit Commitments (as defined in the 2021 Credit Agreement) in an
aggregate amount of up to $300 million, subject to agreement by the Banks to
increase their commitments, and (b) extend the maturity date of the 2021 Credit
Agreement by one year no more than two times during the term of the facility,
subject to agreement by each Bank to extend the maturity date in respect of its

The interest rates, pricing and fees under the 2021 Credit Agreement fluctuate
based on BLI's debt rating or its leverage ratio, whichever results in more
favorable pricing to us. The 2021 Credit Agreement allows us to select our
interest rate for each borrowing from multiple interest rate options. The
interest rate options are generally derived from the prime rate or LIBOR. The
2021 Credit Agreement updated the LIBOR fallback language to implement
"hardwired" fallback provisions, pursuant to which the interest rate on the
loans will transition to an alternative rate upon the occurrence of certain
LIBOR cessation events. Loans made under the 2021 Credit Agreement may be
prepaid. The 2021 Credit Agreement contains financial and other covenants,
including, but not limited to, limitations on indebtedness, liens and
investments, as well as the maintenance of two financial ratios - a leverage
ratio and a fixed charge coverage ratio. The 2021 Credit Agreement increases the
maximum leverage ratio for each fiscal quarter by 0.25 and does not change the
fixed charge coverage ratio requirement from the 2018 Credit Agreement. A
violation of these covenants could result in a default under the 2021 Credit
Agreement which would permit the lenders to restrict our ability to further
access the 2021 Credit Agreement for loans and letters of credit and require the
immediate repayment of any outstanding loans under the 2021 Credit Agreement. As
of September 22, 2021, the Company had utilized $7 million in letters of credit
and had no borrowings outstanding under the 2018 credit facility. Certain of the
lenders who are a party to the 2021 Credit Agreement provide us with commercial
banking, trustee and custodial services.

Simultaneous with our entry into the 2021 Credit Agreement, AVDC, Inc. ("AVDC"),
a wholly owned subsidiary of BLI, BLI and certain subsidiaries of BLI named
therein, as guarantors (the "Operative Agreements Guarantors"), Wachovia Service
Corporation, as lessor ("Lessor"), Wells Fargo Bank, N.A., as agent ("Agent"),
and the lease participant parties thereto (the "Lease Participants") entered
into the Third Amendment to Certain Operative Agreements (the "2021 Operative
Agreements Amendment"). The 2021 Operative Agreements Amendment makes conforming
changes to the Participation Agreement dated November 30, 2017 among AVDC, BLI,
the other Operative Agreement Guarantors, Lessor, Agent and the Lease
Participants, as previously amended, to align with the changes made to the 2018
Credit Agreement in the 2021 Credit Agreement.

A copy of the 2021 Credit Agreement and the 2021 Operative Agreements Amendment
are filed herewith as Exhibit 10.1 and Exhibit 10.2, respectively. The foregoing
descriptions of the 2021 Credit Agreement and the 2021 Operative Agreements
Amendment do not purport to be complete and are qualified in their entirety by
reference to the full text of the 2021 Credit Agreement and the 2021 Operative
Agreements Amendment, as applicable, which are incorporated herein by reference.

Press Release

On September 22, 2021, BLI issued a press release announcing the matters described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

        (d)     Exhibits

                Exhibit No.              Description

                  10.1                   Credit Agreement, dated September

22, 2021, by and among Big Lots,

                                         Inc. and Big Lots Stores, Inc., as 

borrowers, the Guarantors named

                                         therein, and the Banks named 


                  10.2                   Third Amendment to Operative 

Documents, dated September 22, 2021, by

                                         and among AVDC, Inc., as lessee, 

the guarantors thereto, Wachovia

                                         Service Corporation, as lessor, 

Wells Fargo Bank, N.A., as agent, and

                                         the lease participant parties thereto.

                  99.1                   Big Lots, Inc. Press Release dated September 22, 2021.

                104                      Cover Page Interactive Data File (formatted as Inline XBRL).

© Edgar Online, source Glimpses

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