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
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Date of Report (Date of Earliest Event Reported):
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June 19, 2017 (June 15, 2017)
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Tractor Supply Company
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(Exact name of registrant as specified in its charter)
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Delaware
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000-23314
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13-3139732
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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5401 Virginia Way, Brentwood, Tennessee
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37027
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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(615) 440-4000
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Not Applicable
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Former name or former address, if changed since last report
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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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
Emerging growth company [ ]
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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into Material Definitive Agreement.
On June 15, 2017, Tractor Supply Company (the “Company”) entered into an Incremental Term Loan Agreement (the "Agreement"), by and among the Company, as Borrower, certain subsidiaries of the Company, certain lenders and Wells Fargo Bank, National Association, as Administrative Agent, pursuant to an accordion feature available under the Company's Credit Agreement by and among the Company, certain subsidiaries of the Company, certain lenders, Wells Fargo Bank, National Association as Administrative Agent, and Regions Bank as Syndication Agent, for the lenders (the “Senior Credit Facility”). The Agreement increases the term loan capacity under the Senior Credit Facility by $100 million, which is in addition to the Senior Credit Facility's existing term loan and revolving credit facility.
The Agreement is unsecured and has a five year term expiring on June 15, 2022. Borrowings under the Agreement will bear interest at a variable rate; however, similar to our existing term loan, the Company anticipates managing its exposure to interest rate volatility with respect to the additional $100 million term loan through an interest rate swap which we expect to effectively provide a fixed rate for borrowings under the new term loan. Proceeds from the incremental $100 million term loan will be used to pay down existing revolver debt under the Senior Credit Facility.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the incremental term loan agreement, which is attached hereto as
Exhibit 10.1
, and the credit agreement constituting the Senior Credit Facility which was filed as Exhibit 10.1 to Current Report on Form 8-K, filed with the Commission on February 22, 2016, Commission File No. 000-23314, and incorporated herein by reference.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K are not historical facts and are forward looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements may be identified by words such as “anticipates”, “believes”, “expects” or other comparable terminology. Because such forward looking statements contain risks and uncertainties, actual results or events may differ materially from those expressed in or implied by such forward looking statements. Factors that could cause actual results to differ materially include, but are not limited to, the inability of the Company to enter into an interest rate swap agreement. All of the forward looking statements are also qualified by the cautionary statements contained in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information under Item 1.01 above is incorporated by reference hereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Incremental Term Loan Agreement, dated as of June 15, 2017, by and among Tractor Supply Company, as Borrower, certain subsidiaries of the Company, certain lenders and Wells Fargo Bank, National Association, as Administrative Agent.
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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Tractor Supply Company
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June 19, 2017
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By:
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/s/ Kurt D. Barton
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Name: Kurt D. Barton
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Title: Senior Vice President - Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1
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Incremental Term Loan Agreement, dated as of June 15, 2017, by and among Tractor Supply Company, as Borrower, certain subsidiaries of the Company, certain lenders and Wells Fargo Bank, National Association, as Administrative Agent.
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INCREMENTAL TERM LOAN AGREEMENT
THIS INCREMENTAL TERM LOAN AGREEMENT dated as of June 15, 2017 (this “
Agreement
”) is by and among each of the Persons identified as “Incremental Term Loan Lenders” on the signature pages hereto (each, an “
Incremental Term Loan Lender
”), Tractor Supply Company (the “
Borrower
”), the Subsidiary Guarantors, and Wells Fargo Bank, National Association, as Administrative Agent. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement.
W I T N E S S E T H
WHEREAS, pursuant to that certain Credit Agreement dated as of February 19, 2016 (as amended, modified, supplemented, increased or extended from time to time, the “
Credit Agreement
”) among the Borrower, the Subsidiary Guarantors, the Lenders and the Administrative Agent, the Lenders have agreed to provide the Borrower with a revolving credit and term loan facility;
WHEREAS, pursuant to
Section 3.4(c)
of the Credit Agreement, the Borrower has requested that each Incremental Term Loan Lender provide a portion of the Incremental Term Loan under the Credit Agreement; and
WHEREAS, each Incremental Term Loan Lender has agreed to provide a portion of the Incremental Term Loan on the terms and conditions set forth herein and to become an “Incremental Term Loan Lender” under the Credit Agreement in connection therewith;
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Each Incremental Term Loan Lender severally agrees to make its portion of the Incremental Term Loan in a single advance to the Borrower on the date hereof in the amount of its respective Incremental Term Loan Commitment;
provided
that, after giving effect to such advances, the sum of (a) the aggregate amount of all increases in the Revolving Committed Amount pursuant to
Section 3.4(c)
of the Credit Agreement
plus
(b) the aggregate original principal amount of all Incremental Term Loans made pursuant to
Section 2.1(c)
of the Credit Agreement shall not exceed $300,000,000. The Incremental Term Loan Commitment and Applicable Percentage for each of the Incremental Term Loan Lenders shall be as set forth on
Schedule 2.1
attached hereto. The existing
Schedule 2.1
to the Credit Agreement shall be deemed to be amended to include the information set forth on
Schedule 2.1
attached hereto.
2. The Applicable Rate with respect to the Incremental Term Loan made on the date hereof shall be (a) 1.00%, with respect to Eurodollar Loans, and (b) 0.00%, with respect to Base Rate Loans.
3. The Maturity Date for such Incremental Term Loan shall be June 15, 2022.
4. The Borrower shall repay the outstanding principal amount of such Incremental Term Loan in installments on the dates and in the amounts set forth in the table below (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 3.3 of the Credit Agreement), unless accelerated sooner pursuant to Section 9.2 of the Credit Agreement:
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Payment Dates
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Principal Amortization Payment
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September 30, 2017
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$1,250,000.00
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December 31, 2017
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$1,250,000.00
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March 31, 2018
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$1,250,000.00
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June 30, 2018
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$1,250,000.00
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September 30, 2018
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$1,250,000.00
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December 31, 2018
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$1,250,000.00
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March 31, 2019
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$1,250,000.00
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June 30, 2019
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$1,250,000.00
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September 30, 2019
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$2,500,000.00
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December 31, 2019
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$2,500,000.00
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March 31, 2020
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$2,500,000.00
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June 30, 2020
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$2,500,000.00
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September 30, 2020
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$2,500,000.00
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December 31, 2020
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$2,500,000.00
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March 31, 2021
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$2,500,000.00
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June 30, 2021
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$2,500,000.00
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September 30, 2021
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$2,500,000.00
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December 31, 2021
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$2,500,000.00
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March 31, 2022
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$2,500,000.00
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Maturity Date
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$62,500,000.00
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Notwithstanding anything to the contrary contained herein, on the Maturity Date, the Borrower shall repay the outstanding principal amount of such Incremental Term Loan.
5. Each Incremental Term Loan Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become an Incremental Term Loan Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the date hereof, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 7.1 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Incremental Term Loan Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, make its own credit decisions in taking or not taking action under the Credit Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender.
6. Each of the Administrative Agent, the Borrower, and the Guarantors agrees that, as of the date hereof, each Incremental Term Loan Lender shall (a) be a party to the Credit Agreement and the other
Credit Documents, (b) be a “Lender” for all purposes of the Credit Agreement and the other Credit Documents and (c) have the rights and obligations of a Lender under the Credit Agreement and the other Credit Documents.
7. The address of each Incremental Term Loan Lender for purposes of all notices and other communications is as set forth on the Administrative Questionnaire delivered by such Incremental Term Loan Lender to the Administrative Agent.
8. This Agreement may be executed in any number of counterparts and by the various parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one contract. Delivery of an executed counterpart of this Agreement by facsimile or other secure electronic format (.pdf) shall be effective as delivery of a manually executed counterpart of this Agreement.
9. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written.
INCREMENTAL TERM
LOAN LENDERS
: [INSERT INCREMENTAL TERM LOAN LENDERS
]
By:
Name:
Title:
BORROWER
: TRACTOR SUPPLY COMPANY,
a Delaware corporation
By:
Name:
Title:
SUBSIDIARY
GUARANTORS
: TRACTOR SUPPLY CO. OF MICHIGAN, LLC,
a Michigan limited liability company
By:
Name:
Title:
TRACTOR SUPPLY CO. OF TEXAS, LP,
a Texas limited partnership
By:
Name:
Title:
Accepted and Agreed
:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By:
Name:
Title:
Schedule 2.1
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Lender
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Incremental Term Loan Commitment
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Applicable Percentage of Incremental Term Loan Commitments
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Wells Fargo Bank, National Association
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$12,500,000.00
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12.500000000%
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Regions Bank
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$12,500,000.00
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12.500000000%
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Bank of America, N.A.
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$12,500,000.00
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12.500000000%
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Fifth Third Bank
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$12,500,000.00
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12.500000000%
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U.S. Bank National Association
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$12,500,000.00
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12.500000000%
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Branch Banking and Trust Company
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$12,500,000.00
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12.500000000%
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PNC Bank, National Association
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$12,500,000.00
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12.500000000%
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Pinnacle Bank
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$12,500,000.00
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12.500000000%
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TOTAL:
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$100,000,000.00
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100.000000000%
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