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): June 26, 2014
THE MEN’S WEARHOUSE, INC.
(Exact name of Registrant as specified in its charter)
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Texas
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1-16097
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74-1790172
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6380 Rogerdale Road
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77072
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281-776-7000
(Registrant’s telephone number including area code)
N/A
(Former name and 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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on June 18, 2014, The Men’s Wearhouse, Inc. (the “Company”) entered into a term loan credit agreement (the “Term Facility”) with JPMorgan Chase Bank, N.A. as administrative agent (the “Administrative Agent”) and the lenders party thereto (the “Term Lenders”). On June 26, 2014, the Company, the Administrative Agent and the Term Lenders entered into Amendment No.1 to the Term Facility (the “Amendment”). The Amendment is intended to correct a previous error in the Term Facility and serves to extend the “soft call” period from six to twelve months during which the Company would be subject to a fee equal to 1.00% of the principal amount of loans under the Term Facility it reprices or refinances during such period if such repricing or refinancing has the affect of reducing the all-in yield applicable to such loans.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are included in this Form 8-K:
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Exhibit
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Description |
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10.1 |
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Amendment No.1 to Term Facility, dated as of June 26, 2014, by and among the Company, the Administrative Agent and the Term Lenders. |
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, thereunto duly authorized.
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THE MEN’S WEARHOUSE, INC. |
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Date: July 1, 2014 |
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By: |
/s/ BRIAN T. VACLAVIK |
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Name: |
Brian T. Vaclavik |
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Title: |
Senior Vice President, Chief Accounting Officer and Principal Accounting Officer |
Exhibit 10.1
EXECUTION VERSION
AMENDMENT NO. 1, dated as of June 26, 2014 (this “ Amendment ”) to the Term Credit Agreement, dated as of June 18, 2014 (the “ Credit Agreement ”), by and among THE MEN’S WEARHOUSE, INC. (the “ Borrower ”), JPMORGAN CHASE BANK, N.A., as administrative agent (the “ Administrative Agent ”) and the Lenders party thereto. Capitalized terms used herein without definition shall have the meaning given such terms by the Credit Agreement.
W I T N E S S E T H :
The parties hereto hereby agree as follows:
ARTICLE I
Amendment
Section 2.09(e) of the Credit Agreement is hereby amended by replacing the reference to “six months” appearing therein with “one year”.
ARTICLE II
Conditions to Effectiveness
This Amendment shall become effective on the date (the “ Amendment Effective Date ”) on which the Administrative Agent (or its counsel) shall have received signatures from the Borrower, the Administrative Agent and Lenders constituting the Required Lenders under the Credit Agreement.
ARTICLE III
Miscellaneous
Section 3.1. Continuing Effect; No Other Amendments or Waivers . This Amendment shall constitute a Loan Document. Except as expressly contemplated by Article I hereof, this Amendment shall not constitute an amendment or waiver of or consent to any provision of the Credit Agreement or any other Loan Document. From and after the Amendment Effective Date, each reference to the “Credit Agreement” shall refer to the Credit Agreement as amended by this Amendment.
Section 3.2. Counterparts . This Amendment may be executed in any number of counterparts and by different 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 and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or other electronic means shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 3.3. Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their respective duly authorized officers as of the date first above written.
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THE MEN’S WEARHOUSE, INC., as Borrower |
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By: |
/s/ Kelly M. Dilts |
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Name: Kelly M. Dilts |
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Title: SVP, Finance |
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JPMORGAN CHASE BANK, N.A., as Administrative Agent and Lender |
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By: |
/s/ John Kushnerick |
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Name: John Kushnerick |
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Title: Vice President |
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[Signature Page to Amendment No. 1 to Term Credit Agreement]