Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - CONNS INC | a6204766ex10_1.htm |
| EX-10.2 - EXHIBIT 10.2 - CONNS INC | a6204766ex10_2.htm |
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
4, 2010
___________
Conn’s,
Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation)
|
000-50421
(Commission
File Number)
|
06-1672840
(IRS
Employer Identification No.)
|
|
3295
College Street
Beaumont,
Texas
(Address
of principal executive offices)
|
77701
(Zip
Code)
|
Registrant’s telephone
number, including area code: (409) 832-1696
___________
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:
[ ] 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))
Item
1.01 Entry into a Material Definitive
Agreement.
On March 4, 2010, Conn’s,
Inc. (the “Company”), entered a “Second
Amendment to Loan and Security Agreement”, with Bank of America, N.A., a
national banking association, individually as a “Lender”, and as the
administrative agent for the Lenders party to the Loan and Security Agreement,
effective February 26, 2010, amending and modifying its Loan and Security
Agreement dated as of August 14, 2008, as amended by the “First Amendment to
Loan and Security Agreement” effective January 30, 2010, by
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(i)
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replacing
the “Leverage Ratio” covenant with the “Maximum Total Liabilities to
Tangible Net Worth Ratio” covenant, including necessary calculation
definitions and requirements,
|
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(ii)
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modifying
the existing “Fixed Charges”
definition,
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(iii)
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modifying
the existing “Fixed Charges Coverage Ratio”
calculation,
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(iv)
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modifying
the existing “Applicable Margin” definition and margins based upon the
Fixed Charge Coverage Ratio,
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(v)
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modifying
the definition of “Dominion Trigger
Period”,
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(vi)
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modifying
the existing “Unused Line Fee Percentage”
definition,
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(vii)
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modifying
the existing “Collateral Report” definition and
requirements,
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(viii)
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modifying
the “Minimum Fixed Charge Coverage Ratio” requirements,
and
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(ix)
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providing
for an additional “Availability Reserve” calculation and
implementation.
|
Also, on March 5, 2010,
Conn Funding II, L.P., a qualified special purpose entity of the Company,
entered an “Amendment
No. 4 to Second Amended and Restated Note Purchase Agreement”, effective
February
26, 2010, with Three Pillars Funding LLC, JPMorgan Chase Bank, N.A., Park
Avenue Receivables Company, LLC and SunTrust Robinson Humphrey, Inc., amending
and modifying the Second Amended and Restated Note Purchase Agreement dated
August 14, 2008, as amended, supplemented and modified from time to time ("Note
Purchase Agreement"), by (i)
moving the calculation date for certain covenants from February 28, 2010 to
March 31, 2010, and, where applicable, providing that applicable covenant
calculations shall be for the trailing twelve month period ending March 31,
2010, (ii) changing the date of calculation from March 12, 2010 to April 12,
2010, and (iii) agreeing to modify and
amend the Note Purchase Agreement and certain other of the transaction
documents, including without limitation, the Series Supplement, (as defined in
the Base Indenture) for the
2002-A Notes, and enter into certain letter agreements on or before March
12, 2010, to provide for, among other requirements
|
(i)
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the
addition to and modification of the financial
covenants,
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(ii)
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the
payment to or the agreement to pay certain structuring and other
fees.
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(iii)
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a
reduction in each of the commitment and the tenor of the Notes and an
increase in the interest rate applicable to the Notes,
and
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(iv)
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certain
other modifications to the Series Supplement and the Note Purchase
Agreement.
|
The Amendment
No. 4 to Second Amended and Restated Note
Purchase Agreement also provides that, in the event the Restructuring
Amendments are not executed effective on or before March 12, 2010, such failure
will constitute a “Series 2002-A Payout Event” as defined in the Series
Supplement.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits
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Exhibit
Number
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Exhibit
Title
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10.1
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Second
Amendment to Loan and Security Agreement
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10.2
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Amendment
No. 4 to Second Amended and Restated Note Purchase
Agreement
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SIGNATURE
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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CONN’S,
INC.
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||
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Date:
March 5, 2010
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By:
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/s/
Michael J. Poppe
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Name:
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Michael
J. Poppe
|
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Title:
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Chief
Financial Officer
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