0001157523-17-002105.txt : 20170726 0001157523-17-002105.hdr.sgml : 20170726 20170726161624 ACCESSION NUMBER: 0001157523-17-002105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170721 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20170726 DATE AS OF CHANGE: 20170726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREDS INC CENTRAL INDEX KEY: 0000724571 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 620634010 STATE OF INCORPORATION: TN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14565 FILM NUMBER: 17983016 BUSINESS ADDRESS: STREET 1: 4300 NEW GETWELL RD CITY: MEMPHIS STATE: TN ZIP: 38118 BUSINESS PHONE: 9013658880 MAIL ADDRESS: STREET 1: 4300 NEW GETWELL ROAD CITY: MEMPHIS STATE: TN ZIP: 38118 FORMER COMPANY: FORMER CONFORMED NAME: BADDOUR INC DATE OF NAME CHANGE: 19910620 8-K 1 a51597203.htm FRED'S, INC. 8-K
 
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): July 26, 2017 (July 21, 2017)
 
FRED’S, INC.
(Exact Name of Registrant as Specified in Charter)
 
Commission File Number 001-14565
 
Tennessee
62-0634010
(State or Other Jurisdiction
(I.R.S. Employer
of Incorporation)
Identification No.)
 
4300 New Getwell Road, Memphis, Tennessee 38118
(Address of principal executive offices)
 
(901) 365-8880
Registrant’s telephone number, including area code
 
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))
   
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 financing accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 

 
ITEM 1.02         TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Termination of Commitment Letters

As previously disclosed, on June 9, 2017, Fred’s, Inc. (the “Company”) entered into a second amended and restated commitment letter with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPFS”), Regions Bank, Regions Capital Markets, a Division of Regions Bank, and Citizens Bank, N.A. (the “Second Amended and Restated ABL Commitment Letter”), and an amended and restated commitment letter with MLPFS, TPG Specialty Lending Inc. and certain of its affiliated funds, certain affiliated funds of Birch Grove Capital LP, Crystal Financial LLC, Gordon Brothers Finance Company, LLC, Pathlight Capital LLC, Silver Point Specialty Credit Fund, L.P., Tennenbaum Capital Partners, LLC, Great American Capital Partners, LLC, certain affiliated funds of Apollo Global Management, certain affiliated funds of Cerberus Business Finance LLC, KKR Credit Advisors US LLC and certain of its affiliates, managed funds and accounts, and White Oak Asset Finance (the “Amended and Restated Term Loan Commitment Letter”).

In light of the termination of that certain Asset Purchase Agreement, dated as of December 19, 2016, by and between the Company, AFAE, LLC, Rite Aid Corporation and Walgreens Boots Alliance, Inc., on July 21, 2017, the Company provided notice to the parties identified above of its immediate termination of the Second Amended and Restated ABL Commitment Letter and Amended and Restated Term Loan Commitment Letter. In connection with such termination, the Company will pay the applicable termination fees contemplated by the Second Amended and Restated ABL Commitment Letter and Amended and Restated Term Loan Commitment Letter.



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.
 
 
FRED’S, INC.
 
(Registrant)
 
 
 
Date:  July 26, 2017
By:
/s/ Jason Jenne
 
Name:
Jason Jenne
 
Title:
Executive Vice President, Chief Financial Officer and Secretary