UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, on January 27, 2017, Patterson Companies, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with certain lenders from time to time parties thereto, MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as administrative agent, and Bank of America, N.A., as syndication agent, pursuant to which the lenders agreed to provide certain senior unsecured credit facilities. At present, the Amended Credit Agreement provides for a $500 million revolving line of credit.
Between April 28, 2020 and April 30, 2020, the Company provided notice to the administrative agent to drawdown an aggregate of $340 million. Upon funding of the requested draws, there will be $450 million outstanding under the revolving credit facility, representing 90% of the full amount available. The Company elected to drawdown the revolving line of credit to increase its cash position and provide financial flexibility in light of current economic conditions and uncertainties arising in connection with the COVID-19 pandemic. The proceeds will be used for working capital and other general corporate purposes.
Interest payable on borrowings under the revolving credit facility is variable and is determined as a base rate plus a spread. This spread, as well as a commitment fee on any unused portion of the facility, is based on the Company’s leverage ratio, as defined in the Amended Credit Agreement. The Amended Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default. The revolving credit facility will mature no later than January 27, 2022, and the Company may repay amounts borrowed at any time without penalty.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Credit Agreement, which is filed as Exhibit 10 to this Current Report on Form 8-K and which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
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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.
| PATTERSON COMPANIES, INC. | ||||||
| Date: May 4, 2020 |
By: |
/s/ Les B. Korsh | ||||
| Les B. Korsh | ||||||
| Vice President, General Counsel and Secretary | ||||||