8-KThe WireStrategic
Material Agreement · New Debt / Obligation
Filed Mar 7, 2023 · 3y ago · Accession 0001171843-23-001472
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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): March 7, 2023 ( March 6, 2023 )
Oxford Industries, Inc.
(Exact name of registrant
as specified in its charter)
Georgia
001-04365
58-0831862
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
999 Peachtree Street , N.E. , Suite 688 , Atlanta , GA
30309
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone
number, including area code (404)
659-2424
Not Applicable
(Former name or 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):
☐ 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))
Securities registered pursuant to Section
12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, $1 par value
OXM
New
York Stock Exchange
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 a Material Definitive Agreement.
On March 6, 2023, Oxford Industries, Inc. (the
“Company”) entered into a second amendment (the “Second Amendment”) to its $325 million Fourth Amended and Restated
Credit Agreement, dated May 24, 2016 (the “Credit Agreement”), by and among the Company and its subsidiary, Tommy Bahama Group,
Inc., as the borrowers, certain domestic subsidiaries of the Company as guarantors, the financial institutions party thereto as lenders,
and Truist Bank, successor by merger to SunTrust Bank, as administrative agent. The Second Amendment, among other things, amends, and
extends the term of, the Credit Agreement as follows:
·
extends the maturity date of the facility from July 31, 2024 to March 6, 2028;
·
modifies the three-tier pricing grid dependent on average excess availability and
provides for interest rate margins of 125, 150 or 175 basis points above Term SOFR plus 0.10% (relative to the current pricing grid, with
LIBOR interest rate margins of 100, 125 or 150 basis points above LIBOR);
·
amends certain borrowing base provisions in the agreement in a manner which will
generally increase availability of revolving loans; and
·
modifies certain other provisions and restrictions under the Credit Agreement to
generally be more favorable to and/or less restrictive on the Company.
The Credit Agreement is a senior secured, asset-based
revolving credit facility. Proceeds from the facility are generally available to the Company for working capital and general corporate
purposes, as well as to fund acquisitions and investments. As of the close of business on March 6, 2023 and after giving effect to the closing of the Second Amendment, the Company had borrowings of
$143 million, outstanding letters of credit of $7 million and excess availability of $175 million under the Credit Agreement.
The above description of the Second Amendment
is not complete and is qualified in its entirety by the actual terms of the Second Amendment, attached hereto as Exhibit 10.1, and incorporated
herein by reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth above
under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
99.1
Second Amendment to Fourth Amended and Restated Credit Agreement, dated as of March 6, 2023, by and among Oxford Industries, Inc., Tommy Bahama Group, Inc., the Persons party thereto from time to time as guarantors, the financial institutions party thereto from time to time as lenders, and Truist Bank, as administrative agent
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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.
OXFORD INDUSTRIES, INC.
March 7, 2023
/s/ Suraj A. Palakshappa
Name: Suraj A. Palakshappa
Title: Senior Vice President
Filing details
- Company
- OXFORD INDUSTRIES INC
- Ticker
- OXM
- CIK
- 75288
- Form type
- 8-K
- Filing date
- Mar 7, 2023
- Report date
- Mar 6, 2023
- Document
- f8k_030723.htm
- Size
- 1.5 MB