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COVID-19: Revolver Draws – April 2020

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COVID-19: Revolver Draws – April 2020 COVID-19 Public Company Disclosure Insights COVID-19: Revolver Draws – April 2020 Many companies are fortifying their liquidity positions in light of the current COVID-19 pandemic by drawing on their revolving credit facilities. As these borrowings constitute a material direct financial obligation under an existing facility, or, alternatively, a short-term material debt obligation arising outside the ordinary course of business, these borrowings are reportable events under Item 2.03 of Form 8-K. Overview/Rule • Disclosure under Item 2.03 on Form 8-K is triggered “if the registrant becomes obligated on a direct financial obligation that is material to the registrant”. • SEC guidance is clear that long-term debt and “a short-term debt obligation that arises other than in the ordinary course of business” triggers disclosure. A company drawing on its revolver during a global crisis would be outside the ordinary course of business, and therefore, if material, would need to be disclosed. The third instruction to Form 8-K clarifies that if a company enters into a facility, program or similar arrangement that creates or may give rise to direct financial obligations in connection with multiple transactions, the company must: • disclose the entering into of the facility, program or similar arrangement, • and disclose its obligations, to the extent the obligations are material, as they arise or are created under the facility/program – (including when a series of previously undisclosed individually immaterial obligations become material in the aggregate). Market Trends The filings we have seen so far typically disclose: • the amount of borrowed funds, • the maturity date, • the interest rate, • and the total amount available to the company after giving effect to the borrowing (in addition to the remaining amount available under the revolver, if any). The companies also include a short rationale for the borrowing, citing everything from uncertainty in the global markets to maintenance of flexibility or liquidity in light of the current COVID-19 pandemic. In 8-Ks where the company is entering into a new revolving credit facility, the company summarizes the key terms of the credit facility. In 8-Ks where the company is merely drawing on an existing credit facility, they include a brief summary and incorporate by reference the initial filing in which the credit facility was disclosed. Click here to visit the K&S COVID-19 Disclosure Center 1 Summary Chart Below is a chart summarizing the Forms 8-K that have been filed to date DATE OF 8-K (DRAW) COMPANY AMOUNT RATIONALE USE OF PROCEEDS LINK 3/11/20 Hilton Worldwide $1.75 billion as a precautionary measure in Currently held on the Link (3/5/20) Holdings Inc. (full amount) order to increase its cash position company’s balance and preserve financial flexibility in sheet, in future may be light of current uncertainty in the used for working capital, global markets resulting from the general corporate or COVID-19 outbreak other permitted purposes 3/13/20 Micron $2.5 billion (full as a precautionary measure in Held on company’s Link (3/12/20) Technology, Inc. amount) order to increase its cash balance sheet and may position and preserve financial be used for general flexibility in light of current corporate purposes uncertainty in the global markets resulting from the COVID-19 outbreak 3/13/20 Extended Stay $499.8 million as a precautionary measure in May be used for working Link (3/12/20) America, Inc. (full amount) order to increase its cash position capital, general corporate and preserve financial flexibility in or other permitted light of current uncertainty in the purposes global markets resulting from the COVID-19 outbreak also withdrew and updated its 2020 financial guidance in light of reduced travel demand due to COVID-19 outbreak (Item 7.01) 3/16/20 Churchill Downs $675.4 million due to uncertainty in the global N/A Link (3/16/20) Inc. (full amount) markets also announced modification of operations due to COVID-19 3/16/20 Southwest Airlines $1 billion on fortify cash position and mitigate N/A Link (3/12/20) Co. new 364-day impact of COVID-19 outbreak term loan (full amount) also withdrew its previous financial guidance and gave update re $1 billion on anticipated further deterioration of existing revenue due to COVID-19 and revolver (full reduced travel demand amount) 3/16/20 Penn National $430 million to ensure it maintains ample No current plans to Link (3/13/20) Gaming, Inc. (full amount) financial flexibility in light of the deploy spread of novel coronavirus (COVID-19) 3/16/20 Norwegian Cruise $1.55 billion as a precautionary measure in Currently held on the Link (3/12/20) Line Holdings Ltd. order to increase its cash position company’s balance and facilitate financial flexibility in sheet, in future may be light of current uncertainty in the used for working capital, global markets resulting from the general corporate or COVID-19 outbreak other permitted purposes Click here to visit the K&S COVID-19 Disclosure Center 2 DATE OF 8-K (DRAW) COMPANY AMOUNT RATIONALE USE OF PROCEEDS LINK 3/16/20 Caesar’s $1.15 billion as a precautionary measure in May be used for working Link (3/16/20) Entertainment (full amount) order to increase its cash position capital, general corporate Corporation and preserve financial flexibility in or other permitted light of current uncertainty in the purposes global markets 3/16/20 NCL Corporation $1.55 billion as a precautionary measure in Currently held on the Link (3/12/20) Ltd. (full amount) order to increase its cash position company’s balance and facilitate financial flexibility in sheet, in future may be light of current uncertainty in the used for working capital, global markets resulting from the general corporate or COVID-19 outbreak other permitted purposes 3/16/20 Carnival $3 billion in order to increase its cash May be used for working Link (3/13/20) Corporation position and preserve financial capital, general corporate flexibility in light of current or other permitted uncertainty in the global markets purposes resulting from the COVID-19 outbreak also describes temporary halt on fleet cruise operations and negative financial impact (Item 7.01) 3/17/20 Eldorado Resorts $465 million to provide liquidity in light of the N/A Link (3/13/20) closure of the company’s properties as result of spread of COVID-19 3/17/20 Ventas, Inc. $2.75 billion as a precautionary measure in May be used for working Link (3/12/20) order to increase liquidity and capital, general corporate preserve financial flexibility in light or other permitted of current uncertainty resulting from purposes the COVID-19 pandemic 3/17/20 NexTier Oilfield $175 million as a precautionary measure in May be used for working Link (3/13/20) Solutions Inc. order to increase its cash position capital, general corporate and preserve financial flexibility or other permitted considering current uncertainty in purposes the global markets resulting from the COVID-19 outbreak and recent OPEC actions 3/17/20 Golden $200 million as a precautionary measure in May be used for working Link (3/16/20) Entertainment, (full amount) order to increase its cash position capital, general corporate Inc. and preserve financial flexibility in or other permitted light of current uncertainty in the purposes global markets resulting from the COVID-19 outbreak 3/17/20 Everi Holdings $35 million (full as a precautionary measure in May be used for working Link (3/16/20) Inc. amount) order to increase its cash position, capital, general corporate improve its liquidity and preserve or other permitted financial flexibility in light of current purposes uncertainty in the global markets 3/17/20 The Boeing $13.8 billion provide us with additional liquidity N/A Link (3/13/20) Company as we navigate the current business challenges 3/17/20 Xenia Hotels & $340 million as a precautionary measure in Currently held on the Link (3/12/20) Resorts, Inc. (full amount) order to increase its cash position company’s balance Click here to visit the K&S COVID-19 Disclosure Center 3 DATE OF 8-K (DRAW) COMPANY AMOUNT RATIONALE USE OF PROCEEDS LINK and preserve financial flexibility in sheet, in future may be light of current uncertainty resulting used for working capital, from the COVID-19 outbreak general corporate or other permitted purposes 3/18/20 Ruth’s Hospitality $56 million (full as a precautionary measure in Currently held on the Link (3/16/20) Group, Inc. amount) order to increase its cash position company’s balance and preserve financial flexibility in sheet, in future may be light of current uncertainty in the used for working capital, global markets resulting from the general corporate or COVID-19 outbreak other permitted purposes 3/18/20 Vail Resorts, Inc. $400 million as a precautionary measure in May be used for general Link (3/18/20) order to increase its cash position corporate and other and financial flexibility in light of the permitted purposes current financial market conditions resulting from the COVID-19 outbreak 3/18/20 Expedia Group, $1.9 billion as a precautionary measure to May be used for general Link (3/18/20) Inc. provide increased liquidity and corporate purposes, preserve financial flexibility in light including working capital of current disruption and uncertainty resulting from the COVID-19 outbreak 3/18/20 J.Jill, Inc. $33 million as a precautionary measure in May be used for working Link (3/16/20) order to increase its cash position capital, general corporate and preserve financial flexibility in or other permitted light of current uncertainty in the purposes global markets resulting from the COVID-19 outbreak 3/18/20 Marriott Vacations $600 million as a precautionary measure to N/A Link (3/18/20) Worldwide (full amount) ensure liquidity for a sustained Corporation period also withdrew full-year 2020 guidance due to uncertainty related to the ultimate impact on travel demand resulting from the COVID- 19 outbreak (Item 7.01) 3/18/20 Albertsons $2 billion as a precautionary measure in Currently held on the Link (3/12/20) Companies, Inc.
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