Loans, overdrafts and long-term debt

9 Months Ended

Oct. 31, 2020


(in millions)	October 31, 2020		February 1, 2020		November 2, 2019
Debt:
Senior unsecured notes due 2024, net of unamortized discount	$	147.6	$	147.5	$	147.5
ABL revolving facility	790.0		270.0		543.0
FILO term loan facility	100.0		100.0		100.0


Other loans and bank overdrafts	3.6		95.6		5.0
Gross debt	$	1,041.2	$	613.1	$	795.5
Less: Current portion of loans and overdrafts	(3.6)		(95.6)		(5.0)
Less: Unamortized debt issuance costs	(1.4)		(1.6)		(1.7)
Total long-term debt	$	1,036.2	$	515.9	$	788.8

Revolving credit facility and senior unsecured term loan (the “Credit Facility”)

On September 27, 2019, in connection with the issuance of a new senior secured asset-based credit facility, the Company repaid and terminated the Credit Facility. Refer to the “Asset-based credit facility” section below. The original maturity of the Credit Facility was July 2021.

Senior unsecured notes due 2024

On May 19, 2014, Signet UK Finance plc (“Signet UK Finance”), a wholly owned subsidiary of the Company, issued $400 million aggregate principal amount of its 4.70% senior unsecured notes due in 2024 (the “Senior Notes”). The Senior Notes were issued under an effective registration statement previously filed with the SEC. The Senior Notes are jointly and severally guaranteed, on a full and unconditional basis, by the Company and by certain of the Company’s wholly owned subsidiaries (such subsidiaries, the “Guarantors”). See Supplemental Guarantor Financial Information within Item 2 of this Form 10-Q for additional information.

On September 5, 2019, Signet UK Finance announced the commencement of a tender offer to purchase any and all of its outstanding Senior Notes (the “Tender Offer”). Upon receipt of the requisite consents from Senior Note holders, Signet UK Finance entered into a supplemental indenture which eliminated most of the restrictive covenants and certain default provisions of the indenture. The supplemental indenture became operative on September 27, 2019 upon the Company’s acceptance and payment for the Senior Notes previously validly tendered and not validly withdrawn pursuant to the Tender Offer for an aggregate principal amount of $239.6 million, which represented a purchase price of $950.00 per $1,000.00 in principal amount of the Senior Notes validly tendered.

Unamortized debt issuance costs relating to the Senior Notes as of October 31, 2020 was $0.9 million (February 1, 2020 and November 2, 2019: $1.1 million and $1.2 million, respectively). The unamortized debt issuance costs are recorded as a direct deduction from the outstanding liability within the condensed consolidated balance sheets. Amortization relating to debt issuance costs of $0.1 million and $0.2 million, was recorded as interest expense in the condensed consolidated statements of operations for the 13 and 39 weeks ended October 31, 2020, respectively ($0.2 million and $0.5 million for the 13 and 39 weeks ended November 2, 2019, respectively).

Asset-based credit facility

On September 27, 2019, the Company entered into a senior secured asset-based credit facility consisting of (i) a revolving credit facility in an aggregate committed amount of $1.5 billion (“ABL Revolving Facility”) and (ii) a first-in last-out term loan facility in an aggregate principal amount of $100.0 million (the “FILO Term Loan Facility” and, together with the ABL Revolving Facility, the “ABL Facility”) pursuant to that certain credit agreement. The ABL Facility will mature on September 27, 2024.

Revolving loans under the ABL Revolving Facility are available in an aggregate amount equal to the lesser of the aggregate ABL revolving commitments and a borrowing base determined based on the value of certain inventory and credit card receivables, subject to specified advance rates and reserves. Indebtedness under the ABL Facility is secured by substantially all of the assets of the Company and its subsidiaries, subject to customary exceptions. Borrowings under the ABL Revolving Facility and the FILO Term Loan Facility, as applicable, bear interest at the Company’s option at either eurocurrency rate plus the applicable margin or a base rate plus the applicable margin, in each case depending on the excess availability under the ABL Revolving Facility. The Company had stand-by letters of credit outstanding of $16.6 million on the ABL Revolving Facility as of October 31, 2020. The Company had available borrowing capacity of $483.1 million on the ABL Revolving Facility as of October 31, 2020.

If the excess availability under the ABL Revolving Facility falls below the threshold specified in the ABL Facility agreement, the Company will be required to maintain a fixed charge coverage ratio of not less than 1.00 to 1.00. As of October 31, 2020, the threshold related to the fixed coverage ratio was approximately $132 million. The ABL Facility places certain restrictions upon the Company’s ability to, among other things, incur additional indebtedness, pay dividends, grant liens and make certain loans, investments and divestitures. The ABL Facility contains customary events of default (including payment defaults, cross-defaults to certain of the Company’s other indebtedness, breach of representations and covenants and change of control). The occurrence of an event of default under the ABL Facility would permit the lenders to accelerate the indebtedness and terminate the ABL Facility.

Debt issuance costs relating to the ABL Facility totaled $9.3 million, of which $8.7 million of these costs were allocated to the ABL Revolving Facility and $0.6 million was allocated to the FILO Term Loan Facility. The remaining unamortized debt issuance costs for the ABL Revolving Facility are recorded within other assets in the condensed consolidated balance sheets and the remaining unamortized debt issuance costs for the FILO Term Loan Facility are recorded as a direct deduction from the outstanding liability within the condensed consolidated balance sheets. Amortization relating to the ABL Facility debt issuance costs of $0.5 million and $1.4 million was recorded as interest expense in the condensed consolidated statements of operations for the 13 and 39 weeks ended October 31, 2020 ($0.1 million for the 13 and 39 weeks ended November 2, 2019). Unamortized debt issuance costs related to the ABL facility totaled $7.3 million as of October 31, 2020 (February 1, 2020 and November 2, 2019: $8.7 million and $9.2 million, respectively).

Other

As of October 31, 2020, February 1, 2020 and November 2, 2019, the Company was in compliance with all debt covenants.