Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On May 28, 2014, Winnebago Industries, Inc., together with its wholly-owned
subsidiary, Winnebago of Indiana, LLC, (collectively, the "Company") amended the
credit agreement originally entered on October 31, 2012 with General Electric
Capital Corporation (GECC), as agent for certain lender parties thereto
(hereinafter, the "Amended Credit Agreement").
The Amended Credit Agreement extends the term of the credit facility from
October 31, 2015 to May 28, 2019. In addition, loans made under the Amended
Credit Agreement will be based on LIBOR plus a margin of 2.0%. The amendment
also revised and added definitions of several terms including an expanded
Restricted Payment Basket that now permits up to $15.0 million purchases of
company stock or cash dividends to be excluded from the Fixed Charge ratio. In
addition the definition of Eligible Accounts was expanded to permit certain
receivables to be included in the Borrowing Base. The Amended Credit Agreement
also permits us to engage in certain sale/lease/buyback transactions in the
ordinary course of business subject to certain restrictions and increases our
ability to incur capital lease obligations.
The Amended Credit Agreement continues to contain no financial covenant
restrictions for borrowings where the Company has excess borrowing availability
under the facility of greater than $5.0 million. The Amended Credit Agreement
requires the Company to comply with a Fixed Charge ratio if excess borrowing
availability under the facility is less than $5.0 million. In addition the
Amended Credit Agreement also includes a framework to expand the size of the
facility up to $50.0 million, based on mutually agreeable terms at the time of
The Amended Credit Agreement contains typical affirmative representations and
covenants for a credit agreement of this size and nature. Additionally, the
Credit Agreement contains customary negative covenants limiting the ability,
among other things, to incur debt, grant liens, make acquisitions, make certain
investments, pay certain dividends and distributions, engage in mergers,
consolidations or acquisitions and sell certain assets. Obligations under the
Credit Agreement are secured by a security interest in all or substantially all
of our assets, except real estate.
A copy of the Amendment to the Credit Agreement is attached as an exhibit to
this Form 8-K. Capitalized terms used herein and not otherwise defined have the
meanings ascribed to them in the Credit Agreement.
Item 9.01 Financial Statements and Exhibits
10.1 Amended and Restated First Amendment to the Credit Agreement between
General Electric Capital Corporation and Winnebago Industries, Inc.