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Published on 3/13/2023 in the Prospect News Bank Loan Daily and Prospect News Distressed Debt Daily.

Joann adds $100 million in FILO loans at SOFR plus 975 bps

By Mary-Katherine Stinson

Lexington, Ky., March 13 – Joann Inc.’s wholly owned subsidiary Jo-Ann Stores, LLC entered a third amendment to its amended and restated credit agreement with Bank of America, NA as the administrative agent and collateral agent, according to an 8-K filing with the Securities and Exchange Commission regarding the March 10 amendment.

The amendment adds a series of first-in last-out loans, or FILO loans, in a total of $100 million, the full amount of which was drawn on the closing date and a portion of which proceeds were used, among other things, to refinance a portion of the revolving loans drawn and outstanding under the existing credit agreement immediately prior to the closing date.

The FILO loans bear interest at SOFR plus 975 basis points with one 100 bps step-down based on minimum consolidated EBITDA and subject to a SOFR floor of 1.5%. The loans will not amortize.

The amendment also provides that loans drawn under the revolving commitments will have an increase in the applicable margin for SOFR loans to 200 bps with two 25 bps step-downs based on excess availability. Revolving loans made in SOFR are subject to a credit spread adjustment of 10 bps and a 0% floor.

It also amends the agreement to include certain trade receivables in the borrowing base.

The FILO loans have the same maturity date, Dec. 22, 2026, as the existing credit agreement.

Needle Holdings LLC is the guarantor.

1903P Loan Agent, LLC is the FILO documentation agent.

Bank of America, NA and Wells Fargo Bank, NA are the joint lead arrangers and joint bookrunners.

Wells Fargo is the syndication agent.

BMO Harris Bank, NA, PNC Bank, NA, TD Bank, NA and U.S. Bank NA are the co-documentation agents.

Joann is a Hudson, Ohio-based retailer of fabrics and crafts.


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