PLEASANTON, Calif., July 20, 2016 /PRNewswire/ -- Blackhawk Network Holdings, Inc. (NASDAQ: HAWK) (the "Company") announced today that it intends to enter into an amended and restated credit agreement for a $700 million credit facility, which would replace the Company's existing credit facility.
The amended and restated credit facility is expected to include a $400 million revolving credit facility, including a $200 million letter of credit subfacility and a $125 million subfacility for swingline loans, as well as a $300 million term loan facility, of which $200 million is expected to be outstanding upon completion of the Company's private placement of convertible notes, which the Company announced earlier today. A $300 million accordion feature is also expected to be included in the amended and restated credit facility. The amended and restated credit facility is expected to mature in July 2021. As with the existing credit facility, borrowings under the amended and restated credit facility are expected to be secured by a pledge of the assets of Blackhawk Network Holdings, Inc.; substantially all of the assets of certain of the Company's U.S. and foreign subsidiaries, including Blackhawk Network, Inc., its primary U.S. operating subsidiary; and 65% of the shares in certain foreign subsidiaries. The Company expects to use a portion of the new term loan to repay outstanding term loans and revolving credit borrowings under the existing credit agreement. Borrowings under the amended and restated credit agreement are expected to bear interest at LIBOR plus 125 to 225 basis points per year for LIBOR loans, or Base Rate plus 25 to 125 basis points per year for Base Rate loans, in each case depending on the Company's consolidated total leverage ratio. In connection with the financing, the Company will also seek to amend certain terms to add operating flexibility.
About Blackhawk Network Holdings, Inc.
Blackhawk Network Holdings, Inc. is a leading prepaid and payments global company that supports the program management and distribution of gift cards, prepaid telecom products and financial service products in a number of different retail, digital and incentive channels. Blackhawk's digital platform supports prepaid across a network of digital distribution partners including retailers, financial service providers, and mobile wallets.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are indicated by words or phrases such as "guidance," "believes," "expects," "anticipates," "estimates," "plans," "continuing," "ongoing," and similar words or phrases and the negative of such words and phrases. Forward-looking statements are based on our current plans and expectations and involve risks and uncertainties which are, in many instances, beyond our control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among other things, the Company's ability to syndicate the amended and restated credit facility and otherwise consummate the proposed refinancing, the impact of changes in national and regional economies, and the volatility in the U.S. and global economies and financial credit markets which impact our ability to forecast or refinance our indebtedness as its comes due.
Other risks and uncertainties relating to the Company's business are: our ability to generate adequate taxable income to enable us to fully utilize our cash tax benefits, changes in applicable tax law that preclude us from fully utilizing our cash tax benefits, our ability to grow adjusted operating revenues and adjusted net income as anticipated, our ability to grow at historic rates or at all, the consequences should we lose one or more of our top distribution partners or fail to attract new distribution partners to our network or if the financial performance of our distribution partners' businesses decline, our reliance on our content providers, the demand for their products and our exclusivity arrangements with them, our reliance on relationships with card issuing banks, the consequences to our future growth if our distribution partners fail to actively and effectively promote our products and services, the ability of our distribution partners to implement EMV compliance within their expected timeline and lift the measures they may have taken prior to such compliance to limit or control their exposure to liability for fraud losses; changes in consumer behavior away from our distribution partners and our products resulting from limits or controls implemented by our distribution partners during our distribution partners' transition to EMV compliance; the requirement that we comply with applicable laws and regulations, including increasingly stringent money-laundering rules and regulations, and other risks and uncertainties described in our reports and filings with the Securities and Exchange Commission (the "SEC"), including the risks and uncertainties set forth in Item 1A under the heading Risk Factors in our Annual Report on Form 10-K for the year ended January 2, 2016 and other subsequent periodic reports we file with the SEC. We undertake no obligation to update forward-looking statements to reflect developments or information obtained after the date hereof and disclaim any obligation to do so other than as may be required by law.