Helen of Troy Enters, Terminates Material Agreements; Creates New Obligation

Ticker: HELE · Form: 8-K · Filed: Feb 20, 2024 · CIK: 916789

Sentiment: mixed

Topics: debt, material-agreement, corporate-governance

TL;DR

**Helen of Troy just shook up its financial and contractual obligations, entering and terminating key agreements and taking on new debt.**

AI Summary

HELEN OF TROY LIMITED filed an 8-K on February 20, 2024, reporting events from February 15, 2024. The filing indicates the entry into and termination of a material definitive agreement, as well as the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. The company, with IRS number 74-2692550 and SEC file number 001-14669, is incorporated in Bermuda and has its principal executive offices in Hamilton, Bermuda.

Why It Matters

This filing signals significant changes in HELEN OF TROY LIMITED's contractual and financial commitments, which could impact its operational flexibility and future financial performance.

Risk Assessment

Risk Level: medium — The entry into and termination of material agreements, alongside new financial obligations, introduces uncertainty regarding the company's strategic direction and financial health.

Key Numbers

Key Players & Entities

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on February 15, 2024.

What types of material events did HELEN OF TROY LIMITED report in this 8-K?

HELEN OF TROY LIMITED reported the entry into a material definitive agreement, the termination of a material definitive agreement, and the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

What is the Commission File Number for HELEN OF TROY LIMITED?

The Commission File Number for HELEN OF TROY LIMITED is 001-14669.

Where are HELEN OF TROY LIMITED's principal executive offices located?

HELEN OF TROY LIMITED's principal executive offices are located at Clarendon House, 2 Church Street, Hamilton, Bermuda.

What is the purpose of an 8-K filing?

An 8-K filing is used to announce major events that shareholders should know about, such as material definitive agreements, financial obligations, or other significant corporate changes, as per Section 13 or 15(d) of the Securities Exchange Act of 1934.

Filing Stats: 1,690 words · 7 min read · ~6 pages · Grade level 13 · Accepted 2024-02-20 16:11:31

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Credit Agreement and Guaranty On February 15, 2024, Helen of Troy Limited (the "Company") and Helen of Troy Texas Corporation, a subsidiary of the Company and the borrower ("Borrower"), entered into that certain Credit Agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent, and the other lenders party thereto. All obligations under the Credit Agreement are unconditionally guaranteed by the Company and certain of the Company's subsidiaries pursuant to that certain Guaranty (the "Guaranty") in favor of Bank of America, N.A. and the other lenders. The Credit Agreement and Guaranty replaced the Company's and Borrower's prior credit agreement with Bank of America, N.A., as administrative agent, and other lenders that provided for an unsecured revolving commitment of $1.25 billion and an accordion feature for term loans of up to $300.0 million, which term loans had a current outstanding principal amount of approximately $242.2 million at closing and were scheduled to mature on March 13, 2025 and the Company's and certain of the Company's subsidiaries prior guaranty in favor of Bank of America, N.A. and the other lenders party thereto (as amended, collectively referred to as the "Prior Credit Agreement"). The Credit Agreement provides for aggregate commitments of $1.50 billion, which commitments are available through the following facilities: Revolving Facility - A $1.0 billion revolving credit facility (the "Revolving Facility"), which includes a $50 million sublimit for the issuance of letters of credit. Term Facilities - A $250.0 million term loan facility, which was drawn on the closing date of the Credit Agreement (the "Initial Term Loan") and a committed $250 million delayed draw term loan facility (the "DDTL Term Loans" and collectively with the Initial Term Loan, the "Term Facility"), which may be borrowed in multiple drawdowns until August 15, 2025. The maturity date

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On February 15, 2024, in connection with entering into the Credit Agreement described in Item 1.01 of this Current Report on Form 8-K, the Company, Borrower and Bank of America, N.A., as administrative agent and other lenders and parties thereto terminated the Prior Credit Agreement. At closing of the Credit Agreement, a portion of the proceeds from the Initial Term Loan under the Credit Agreement were used to refinance all debt outstanding under the Prior Credit Agreement. There were no early termination penalties incurred in connection with the termination. Capitalized terms are as defined herein under Item 1.01, and the information regarding the Prior Credit Agreement contained herein under Item 1.01 is incorporated by reference into this Item 1.02. 3 Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Credit Agreement dated February 15 , 2024, by and among Helen of Troy Texas Corporation, Helen of Troy Limited, Bank of America, N.A., as administrative agent, and the other lenders party thereto. 10.2 Guaranty dated February 15 , 2024, made by Helen of Troy Limited and certain of its subsidiaries in favor of Bank of America, N.A. and other lenders . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

Signatures

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. HELEN OF TROY LIMITED Date: February 20, 2024 /s/ Brian L. Grass Brian L. Grass Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer 5

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