What changed in this filing

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Item 1A. Risk Factors

2020-09-08 compared with 2020-06-10 · 25 added, 3 removed, 0 unchanged (100% of the section changed)

The Company’s risk factors as of May 2, 2020 have not changed materially from those disclosed in Part I, “ITEM 1A.

RISK FACTORS” of A&F’s Annual Report on Form 10-K for Fiscal 2019 .

The COVID-19 pandemic may exacerbate the risks discussed within the aforementioned Annual Report on Form 10-K, certain of which have had and could continue to have a material effect on the Company.

Risk Factors .

The Company’s risk factors as of August 1, 2020 have not changed materially from those disclosed in Part I, “ITEM 1A.

RISK FACTORS” of A&F’s Annual Report on Form 10-K for Fiscal 2019 and those furnished under “Item 7.01, Regulation FD Disclosure” of A&F’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 17, 2020, other than those disclosed below due to the issuance of the Senior Secured Notes and termination of the Term Loan Facility during the thirteen weeks ended August 1, 2020.

The COVID-19 pandemic may exacerbate the risks discussed within the aforementioned Annual Report on Form 10-K and Current Report on Form 8-K, certain of which have had and could continue to have a material effect on the Company.

The risk factor titled “ Our credit facilities include restrictive covenants that limit our flexibility in operating our business and our inability to obtain credit on reasonable terms in the future could have an adverse impact on our business” has been modified to read in full as follows:

The agreements related to our senior secured asset-based revolving credit facility and our senior secured notes include restrictive covenants that limit our flexibility in operating our business and our inability to obtain credit on reasonable terms in the future could have an adverse impact on our business.

Our senior secured asset-based revolving credit agreement, as amended (the “ABL Facility”) expires on October 19, 2022 and our senior secured notes, which have a fixed 8.75% interest rate, will mature on July 15, 2025 (the “Senior Secured Notes”).

Both our ABL Facility and the indenture governing our Senior Secured Notes contain restrictive covenants that, subject to specified exemptions, restrict, among other things, the following:

our ability to incur, assume or guarantee additional indebtedness;

grant or incur liens;

sell or otherwise dispose of assets, including capital stock of subsidiaries;

make investments in certain subsidiaries;

pay dividends or make distributions on our capital stock;

redeem or repurchase capital stock;

change the nature of our business;

and consolidate or merge with or into, or sell substantially all of our assets to another entity.

If an event of default occurs, any outstanding obligations under the Senior Secured Notes and the ABL Facility could be declared immediately due and payable or the lenders could foreclose on or exercise other remedies with respect to the assets securing the indebtedness under the Senior Secured Notes and the ABL Facility.

In addition, there is no assurance that we would have the cash resources available to repay such accelerated obligations.

In addition, the Senior Secured Notes and ABL Facility are secured by certain of our real property, intellectual property, general intangibles and receivables, among other things, and lenders may exercise remedies against the collateral in the event of our default.

We have, and expect to continue to have, a level of indebtedness.

In addition, we may, from time to time, incur additional indebtedness.

We may need to refinance all or a portion of our existing indebtedness before maturity, including the Senior Secured Notes, and any indebtedness under the ABL Facility.

There can be no assurance that we would be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all.

Changes in market conditions could potentially impact the size and terms of a replacement facility or facilities in

The inability to obtain credit on commercially reasonable terms in the future could adversely impact our liquidity and results of operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors