Vista Outdoor Inc. completed a refinancing of its existing senior secured credit facilities consisting of a $200 million revolving credit facility and a $400 million term loan A dated as of April 1, 2016, among Vista, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.
The company has entering into new credit facilities consisting of a (a) $450,000,000 senior secured asset-based revolving credit facility, comprised of $20,000,000 in first-in, last-out (FILO) revolving credit commitments and $430,000,000 in non-FILO revolving credit commitments, (b) $109,343,000 senior secured asset-based term loan facility and (c) $40,000,000 junior secured term loan facility.
To effect the refinancing, Vista entered into an (a) Asset-Based Revolving Credit Agreement dated as of November 19, 2018, by and among Vista, the Additional Borrowers from time to time party thereto, the lenders from time to time. Wells Fargo Bank, National Association, served as administrative agent, (b) a Term Loan Credit Agreement dated as of November 19, 2018, by and among Vista, the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, and (c) a Term Loan Credit Agreement dated as of November 19, 2018, by and among Vista, the lenders from time to time party thereto and GACP Finance Co., LLC, as administrative agent The Existing Credit Facilities under the Existing Credit Agreement were replaced with the New Credit Facilities. Letters of credit outstanding under the Existing Credit Agreement were either (a) deemed to have been issued under the ABL Credit Agreement or (b) cash collateralized.
The New Credit Facilities each have a scheduled maturity date of November 19, 2023, subject to a customary springing maturity in respect of Vista’s Senior Notes due 2023.
The ABL Credit Agreement permits Vista to utilize up to $75,000,000 of the ABL Revolving Credit Facility for the issuance of letters of credit and up to $60,000,000 for swing line loans. Vista has the option to increase the amount of the ABL Revolving Credit Facility in an aggregate principal amount not to exceed the sum of (x) $150,000,000 and (y) the amount of any reductions in FILO revolving credit commitments since November 19, 2018 to the extent that any one or more lenders, whether or not currently party to the ABL Credit Agreement, commits to be a lender for such amount.
Borrowings under the ABL Credit Agreement bear interest at a rate equal to, in the case of (a) non-FILO revolving credit loans, either the sum of a base rate plus a margin ranging from 0.75% to 1.25% or the sum of a LIBO rate plus a margin ranging from 1.75% to 2.25% and (b) FILO revolving credit loans, either the sum of a base rate plus a margin ranging from 1.75% to 2.25% or the sum of a LIBO rate plus a margin ranging from 2.75% to 3.25%, in each case, with either such margin varying according to Vista’s Average Excess Availability under the ABL Revolving Credit Facility. The initial margin under the ABL Revolving Credit Facility is, in the case of (a) non-FILO revolving credit loans, 1.25% for base rate loans and 2.25% for LIBO rate loans and (b) FILO revolving credit loans, 2.25% for base rate loans and 3.25% for LIBO rate loans. Vista is also required to pay an unused fee in respect of unused commitments under the ABL Revolving Credit Facility, if any, at a rate of 0.25% per annum. The initial margin under the Term Loan Credit Facility is 2.75% for base rate loans and 3.75% for LIBO rate loans. The applicable rate under the Junior Term Loan Credit Facility is, (a) prior to the date that is five months after November 19, 2018, 7.00% for base rate loans and 8.00% for LIBO rate loans, (b) from and after such date, 8.00% for base rate loans and 9.00% for LIBO rate loans.
The aggregate amount of loans permitted to be made to the Borrowers under the ABL Revolving Credit Facility may not exceed a line cap consisting of the lesser of (a) the aggregate amount of commitments or (b) a borrowing base consisting of the sum of specified percentages of eligible receivables, eligible inventory, the lesser of (i) certain unrestricted cash and (ii) $60,000,000 and the lesser of (i) the FILO Borrowing Base and (ii) the Maximum FILO Amount, minus certain availability reserves.