Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): April 13, 2009
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THE
CHILDREN’S PLACE RETAIL STORES, INC.
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(Exact
Name of Registrants as Specified in Their
Charters)
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Delaware
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(State
or Other Jurisdiction of
Incorporation)
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0-23071
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31-1241495
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(Commission
File Number)
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(IRS
Employer Identification No.)
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915
Secaucus Road, Secaucus, New Jersey
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07094
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(201)
558-2400
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(Registrant’s
Telephone Number, Including Area
Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
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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 (see General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.04
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Triggering
Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet
Arrangement.
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On April 13, 2009, The Children's Place
Retail Stores, Inc. (the "Company") made a prepayment in the aggregate amount of
approximately $47,000,000 of the outstanding principal amount of its obligations
under the Note Purchase Agreement (the "Note Purchase Agreement"), dated as of
July 31, 2008, among the Company, as borrower, and The Children’s Place Services Company,
LLC, The Children’s Place
(Virginia), LLC, The Children’s Place Canada Holdings, Inc.,
thechildrensplace.com, inc. and Twin Brook Insurance Company, Inc., as the
guarantors, on the one hand (collectively, the "Note Parties"), and Sankaty
Advisors, LLC, as collateral agent, Crystal Capital Fund Management, L.P., as
syndication agent, and the note purchasers named therein (collectively, the
"Note Purchasers"), on the other hand. Pursuant to the Note Purchase
Agreement, the Note Parties were required, within 10 days of the earlier of
delivery by the Note Parties to the Note Purchasers of a certificate (the
"Excess Cash Flow Certificate") setting forth the Company's Excess Cash Flow (as
defined below) for the fiscal year ended January 31, 2009 ("Fiscal 2008") or the
delivery to the Note Purchasers of the audited annual financial statements for
Fiscal 2008, to prepay the outstanding principal amount of the obligations due
under the Note Purchase Agreement in an amount equal to 50% of the aggregate
Excess Cash Flow for Fiscal 2008. The Company is also permitted to
prepay an additional amount equal to 25% of the Excess Cash Flow. For
purposes hereof, the term “Excess Cash Flow” for Fiscal 2008 means the
net income of the Company and its consolidated subsidiaries, plus interest
expense, taxes, depreciation, amortization and other non-cash charges and
certain extraordinary and non-recurring items, reduced by cash payments in
respect of interest expense, taxes, capitalized lease obligations and certain
extraordinary and non-recurring items, as adjusted for any net change in working
capital and certain foreign cash balances, all determined for such fiscal year
on a consolidated basis in accordance with Generally Accepted Accounting
Principles in the United States and as described with greater specificity in the
Note Purchase Agreement.
On April 3, 2009, the Company delivered
to the Note Purchasers the Excess Cash Flow Certificate, which reflected Excess
Cash Flow for Fiscal 2008. In accordance with the terms of the Note
Purchase Agreement, on April 13, 2009, the Company made the mandatory
prepayment to the Note Purchasers in the amount of approximately $31.3 million and a voluntary prepayment to the Note
Purchasers of approximately $15.7 million.
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Item
8.01
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Financial
Statement and Exhibits.
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Reference
is made to the description of the prepayment of approximately $47,000,000 of the
outstanding principal amount of the obligations of the Note Parties under the
Note Purchase Agreement set forth under Item 2.04 of this Current Report on Form
8-K.
Forward Looking
Statements
This Current Report on Form 8-K
contains forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of
1995. Forward-looking statements typically are identified by use of
terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,”
“estimate” and similar words, although some forward-looking statements are
expressed differently. Forward-looking statements represent our
management’s judgment regarding future events. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, the Company can give no assurance that such expectations will prove
to be correct. All statements other than statements of historical
fact included in this Current Report on Form 8-K are forward-looking
statements. The Company cannot guarantee the accuracy of the
forward-looking statements, and you should be aware that the Company’s actual
results could differ materially from those contained in the forward-looking
statements due to a number of factors, including the statements under the
heading “Risk Factors” contained in the Company’s filings with the Securities
and Exchange Commission.
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.
Date: April 16, 2009
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THE CHILDREN’S PLACE RETAIL
STORES, INC. |
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By:
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/s/
Susan J. Riley |
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Name: |
Susan
J. Riley |
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Title: |
Executive
Vice President, Finance
and Administration |
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