BJ's Wholesale Club Holdings, Inc 8-K, filed Aug 2, 2022

BJ's Wholesale Club Holdings, Inc. (BJ)

8-K 2022-08-02 For: 2022-07-28

View Original

Added on April 12, 2026

About this 8-K

BJ's Wholesale Club Holdings, Inc filed this 8-K on August 2, 2022, reporting on events of July 28, 2022.

Items reported

Item 1.01: Entered into a material agreement
Item 1.02: Ended a material agreement
Item 9.01: Financial statements and exhibits

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Delaware	001-38559	45-2936287
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 Campus Drive, Marlborough, MA		01752
(Address of principal executive offices)		(Zip Code)

		(774) 512-7400
		(Registrant’s telephone number, including area code)

		25 Research Drive, Westborough, MA, 01581
		(Former name or former address, if changed since last report)

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	BJ	New York Stock Exchange

Exhibit No.	Description

10.1*	Credit Agreement among BJ’s Wholesale Club, Inc., BJ’s Wholesale Club Holdings, Inc., Bank of America, N.A., as administrative agent and the other lenders and issuers party thereto from time to time, dated as of July 28, 2022

	Name:	Graham N. Luce
	Title:	Senior Vice President, Secretary

ARTICLE I. Definitions, Interpretation and Accounting Terms		1
SECTION 1.1	Defined Terms	1
SECTION 1.2	Other Interpretive Provisions	79
SECTION 1.3	Accounting Terms	81
SECTION 1.4	Rounding	81
SECTION 1.5	Letter of Credit Amounts	81
SECTION 1.6	References to Agreements, Laws, Etc.	81
SECTION 1.7	Times of Day; Timing of Payments and Performance	82
SECTION 1.8	Pro Forma Calculations	82
SECTION 1.9	Limited Condition Transactions	83
SECTION 1.10	Exchange Rates; Currency Equivalents	85
SECTION 1.11	[Reserved]	86
SECTION 1.12	Interest Rates	86
SECTION 1.13	Classification Among Affirmative Covenant and Negative Covenant Exceptions	86

ARTICLE II. The FACILITIES		87
SECTION 2.1	The Commitments	87
SECTION 2.2	Borrowing Procedures; Funding by Lenders	88
SECTION 2.3	Swing Loans	90
SECTION 2.4	Letters of Credit	94
SECTION 2.5	Reduction and Termination of the Revolving Credit Commitments	103
SECTION 2.6	Repayment of Loans	104
SECTION 2.7	Evidence of Indebtedness	104
SECTION 2.8	Optional Prepayments	105
SECTION 2.9	Mandatory Prepayments	105
SECTION 2.10	Interest	106
SECTION 2.11	Conversions and Continuations of Loans	107
SECTION 2.12	Fees	108
SECTION 2.13	Payments and Computations	109
SECTION 2.14	[Reserved]	112
SECTION 2.15	Commitment Increases	112
SECTION 2.16	Defaulting Lenders	114
SECTION 2.17	Extensions of Loans	116
SECTION 2.18	Designated Lenders	119

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY		120
SECTION 3.1	Taxes	120
SECTION 3.3	Illegality	123
SECTION 3.4	Inability to Determine Rates	124
SECTION 3.5	Increased Cost and Reduced Return; Capital Adequacy; Reserves on SOFR Rate Loans	126

SECTION 3.6	Compensation for Losses	128
SECTION 3.7	Matters Applicable to all Requests for Compensation	128
SECTION 3.8	Replacement of Lenders under Certain Circumstances	129
SECTION 3.9	Survival	130

ARTICLE IV. Conditions Precedent		130
SECTION 4.1	Conditions Precedent to Effectiveness and Initial Credit Extensions	130
SECTION 4.2	Conditions Precedent to Credit Extension After the Closing Date	134

ARTICLE V. Representations and Warranties		135
SECTION 5.1	Existence, Qualification and Power; Compliance with Laws	135
SECTION 5.2	Authorization; No Contravention	135
SECTION 5.3	Governmental Authorization	136
SECTION 5.4	Binding Effect	136
SECTION 5.5	Financial Statements; No Material Adverse Effect	136
SECTION 5.6	Litigation	137
SECTION 5.7	Labor Matters	137
SECTION 5.8	Ownership of Property; Liens	137
SECTION 5.9	Environmental Matters	137
SECTION 5.10	Taxes	137
SECTION 5.11	ERISA Compliance	138
SECTION 5.12	Subsidiaries	138
SECTION 5.13	Margin Regulations; Investment Company Act	138
SECTION 5.14	Disclosure	139
SECTION 5.15	Intellectual Property; Licenses, Etc.	139
SECTION 5.16	Solvency	139
SECTION 5.17	Anti-Corruption Laws and Sanctions	139
SECTION 5.18	Collateral Documents	140
SECTION 5.19	Senior Ranking	140
SECTION 5.20	Affected Financial Institutions; Covered Entities	140

ARTICLE VI. Financial Covenant		140
SECTION 6.1	Minimum Consolidated Fixed Charge Coverage Ratio	140

ARTICLE VII. Reporting AND MONITORING Covenants		141
SECTION 7.1	Financial Statements, Etc.	141
SECTION 7.2	Certificates; Other Information	142
SECTION 7.3	Notices	144
SECTION 7.4	Borrowing Base Certificates	145
SECTION 7.5	Inventory Appraisals and Field Examinations	146

ARTICLE VIII. Affirmative Covenants		147
SECTION 8.1	Preservation of Existence, Etc.	147
SECTION 8.2	Compliance with Laws, Etc.	148

SECTION 8.3	Designation of Subsidiaries	148
SECTION 8.4	Payment of Taxes, Etc.	148
SECTION 8.5	Maintenance of Insurance	149
SECTION 8.6	Inspection Rights	149
SECTION 8.7	Books and Records	150
SECTION 8.8	Maintenance of Properties	150
SECTION 8.9	Use of Proceeds	150
SECTION 8.10	Compliance with Environmental Laws	150
SECTION 8.11	Covenant to Guarantee Obligations and Give Security	151
SECTION 8.12	Cash Receipts	153
SECTION 8.13	Further Assurances	155
SECTION 8.14	[Reserved]	155
SECTION 8.15	[Reserved]	155
SECTION 8.16	[Reserved]	155
SECTION 8.17	Post-Closing Obligations	155

ARTICLE IX. Negative Covenants		156
SECTION 9.1	Liens	156
SECTION 9.2	Investments	160
SECTION 9.3	Indebtedness	163
SECTION 9.4	Fundamental Changes	167
SECTION 9.5	Dispositions	169
SECTION 9.6	Restricted Payments	173
SECTION 9.7	Transactions with Affiliates	176
SECTION 9.8	Change in Nature of Business	178
SECTION 9.9	Burdensome Agreements	178
SECTION 9.10	Changes in Fiscal Year	180
SECTION 9.11	Prepayment, Etc.	180
SECTION 9.12	Modification of Junior Financing Agreements	180

ARTICLE X. Events of Default		181
SECTION 10.1	Events of Default	181
SECTION 10.2	Remedies upon Event of Default	185
SECTION 10.3	Application of Proceeds	186
SECTION 10.4	Right to Cure	188
SECTION 10.5	Actions in Respect of Letters of Credit; Cash Collateral	189

ARTICLE XI. The Administrative Agent		191
SECTION 11.1	Appointment and Authorization	191
SECTION 11.2	Rights as a Lender	191
SECTION 11.3	Exculpatory Provisions	192
SECTION 11.4	Reliance by the Administrative Agent	193
SECTION 11.5	Delegation of Duties	193
SECTION 11.6	Resignation of Administrative Agent and Collateral Agent	194
SECTION 11.7	Non-Reliance on Administrative Agent and Other Lenders; Disclosure of Information by Agents	195

SECTION 11.8	No Other Duties; Other Agents, Arrangers, Managers, Etc.	196
SECTION 11.9	Acceptable Intercreditor Agreements	196
SECTION 11.10	Administrative Agent May File Proofs of Claim	196
SECTION 11.11	Collateral and Guaranty Matters	198
SECTION 11.12	Secured Cash Management Agreements and Secured Hedge Agreements	199
SECTION 11.13	Indemnification of Agents	200
SECTION 11.14	Certain ERISA Matters	201
SECTION 11.15	[Reserved]	202
SECTION 11.16	Reports and Financial Statements	202

ARTICLE XII. Miscellaneous		204
SECTION 12.1	Amendments, Etc.	204
SECTION 12.2	Successors and Assigns	206
SECTION 12.3	Costs and Expenses	213
SECTION 12.4	Indemnities	214
SECTION 12.5	Limitation of Liability	215
SECTION 12.6	Right of Set-off	215
SECTION 12.7	Sharing of Payments	216
SECTION 12.8	Notices and Other Communications; Facsimile Copies	217
SECTION 12.9	No Waiver; Cumulative Remedies	219
SECTION 12.11	Binding Effect	220
SECTION 12.12	Governing Law; Submission to Jurisdiction; Service of Process	220
SECTION 12.13	Waiver of Jury Trial	221
SECTION 12.14	Marshaling; Payments Set Aside	222
SECTION 12.15	Execution in Counterparts; Integration; Effectiveness	222
SECTION 12.16	Electronic Execution; Electronic Records; Counterparts	222
SECTION 12.17	Confidentiality	224
SECTION 12.18	Use of Name, Logo, etc.	225
SECTION 12.19	USA PATRIOT Act Notice;	225
SECTION 12.20	No Advisory or Fiduciary Responsibility	226
SECTION 12.21	Severability	226
SECTION 12.22	Survival of Representations and Warranties	227
SECTION 12.23	Interest Rate Limitation	227
SECTION 12.24	Time of the Essence	227
SECTION 12.25	No Strict Construction	227
SECTION 12.26	Acceptable Intercreditor Agreements	227
SECTION 12.27	Keepwell	227
SECTION 12.28	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	228
SECTION 12.29	Acknowledgement Regarding Any Supported QFCs	228

Schedule I	-	Revolving Credit Commitments
Schedule II	-	Subsidiary Guarantors
Schedule 1.1A	-	Existing Letters of Credit
Schedule 1.1B	-	Credit Card Agreements
Schedule 4.1(a)	-	Closing Date Collateral Documents
Schedule 5.12	-	Subsidiaries and Other Equity Investments
Schedule 8.12	-	Deposit Accounts and Credit Card Processors
Schedule 8.15	-	Transactions with Affiliates
Schedule 8.17	-	Post-Closing Obligations
Schedule 9.1(b)	-	Existing Liens
Schedule 9.2(f)	-	Existing Investments
Schedule 9.3(b)	-	Existing Indebtedness
Schedule 9.9	-	Burdensome Agreements
Schedule 12.8	-	Administrative Agent’s Office, Certain Addresses for Notices

Exhibit A	-	Form of Assignment and Assumption
Exhibit B	-	Form of Revolving Credit Note
Exhibit C	-	Form of Notice of Borrowing
Exhibit D	-	Form of Swing Loan Request
Exhibit E	-	Form of Joinder Agreement
Exhibit F	-	Form of Interest Election Request
Exhibit G	-	Form of Credit Card Notification
Exhibit H	-	Form of Borrowing Base Certificate
Exhibit I	-	Form of Intercreditor Agreement
Exhibit J	-	Form of Intercompany Subordination Agreement
Exhibit K-1 – K-4	-	Form of U.S. Tax Compliance Certificates
Exhibit L	-	Form of Compliance Certificate
Exhibit M	-	Form of Solvency Certificate
Exhibit N	-	Form of Information Certificate

Level	Average Historical Excess Availability	SOFR Rate Loans			Base Rate Loans			Letter of Credit Fees - Standby Letters of Credit			Letter of Credit Fees - Documentary Letters of Credit
I	Greater than or equal to 45% of the Aggregate Revolving Credit Commitments		1.000	%		0.000	%		1.000	%		0.500	%
II	Less than 45% of the Aggregate Revolving Credit Commitments		1.250	%		0.250	%		1.250	%		0.625	%

	BJ’S WHOLESALE CLUB HOLDINGS, INC., as Holdings

	By:	/s/ Kristyn M. Sugrue
		Name: Kristyn M. Sugrue
		Title:Treasurer

	BJ’S WHOLESALE CLUB, INC.

	By:	/s/ Kristyn M. Sugrue
		Name: Kristyn M. Sugrue
		Title: Treasurer

	BANK OF AMERICA, N.A., as Administrative Agent, Swing Loan Lender, a Lender and an Issuer

	By:	/s/ Matthew Potter
	Name: Matthew Potter
	Title: Senior Vice President

	PNC BANK, NATIONAL ASSOCIATION, as a lender

	By:	/s/ Sari Garrick
	Name: Sari Garrick
	Title: Senior Vice President

	SANTANDER BANK, N.A., as a lender

	By:	/s/ Jennifer Baydian
	Name: Jennifer Baydian
	Title: Senior Vice President

	TD BANK N.A., as a lender

	By:	/s/ Dean Whalen
	Name: Dean Whalen
	Title: Vice President

	U.S. BANK NATIONAL ASSOCIATION, as a lender and an issuer

	By:	/s/ David Lawrence
	Name: David Lawrence
	Title: Vice President

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a lender and an issuer

	By:	/s/ Peter Foley
	Name: Peter Foley
	Title: Duly Authorized Signatory

	CAPITAL ONE, NATIONAL ASSOCIATION, as a lender

	By:	/s/ Joe A. Sacchetti
	Name: Joe A. Sacchetti
	Title: Duly Authorized Signatory

	DEUTSCHE BANK AG NEW YORK BRANCH, as a lender

	By:	/s/ Philip Tancorra
	Name: Philip Tancorra
	Title: Vice President

	THE HUNTINGTON NATIONAL BANK as a lender

	By:	/s/ Patricia Scudder
	Name: Patricia Scudder
	Title: Vice President

Assignor[s]⁶	Assignee[s]⁷	Facility Assigned⁸	Aggregate Amount of Commitments / Loans for all Lenders⁹	Amount of Commitment / Loans Assigned	Percentage Assigned of Commitment / Loans¹⁰
					%
					%
					%

	ASSIGNOR[S]

	[NAME OF ASSIGNOR]


	By:
	Name:
	Title:


	ASSIGNEE[S]

	[NAME OF ASSIGNEE]


	By:
	Name:
	Title:

[Consented to and]¹² Accepted:

BANK OF AMERICA, N.A., as Administrative Agent


By:
Name:
Title:

[Consented to:

[ ]

By:
Name:
Title:]¹³

	NEW SUBSIDIARY GUARANTOR

	[            ]

	By:
	Name:
	Title:

	BANK OF AMERICA, N.A.,
	as Administrative Agent and Collateral Agent

	By:
	Name:
	Title:

Re:	[_____________] among the Processor and the Loan Party, dated as of [ ,   20__] (the “Processing Agreement”)
	Merchant Account Number: _____________

Agreed and acknowledged as of the date first above written:

BANK OF AMERICA, N.A.,
as Administrative Agent and as Collateral Agent

By:
Name:
Title:

Consolidated Fixed Charge Coverage Ratio

The ratio of (a) to (b)

1.        Consolidated EBITDA		$

2.        Capital Expenditures²		$

3.        Cash Taxes		$

4.        Cash Tax refunds		$

(a) 1 minus 2 minus 3 plus 4		$

(b) Debt Service Charges		$

Name of Loan Party	Type of Organization	Corporate Function	Jurisdiction of Organization or Incorporation	Organizational Identification Number/Company Number	Federal Taxpayer Identification Number

Name of Loan Party	Address of Chief Executive Office/Registered Office	Mailing Address (if different)	Location where Books and Records are Kept (if different)

Name of Loan Party	Address of Owned Distribution Center	Description of Assets and Value

Name of Loan Party	Address of Leased Distribution Center	Description of Assets and Value

Name of Warehouseman, Bailee, Etc.	Address / City, State or Province / Zip or Postal Code	Description of Assets and Value	Nature of Possession (bailee, warehouseman, etc.)

Issuer	Type of Organization	No. of Shares Owned	Total Shares Outstanding	Owner	Certificate No. (if uncertificated, please indicate so)	Par Value

Maker	Holder	Principal Amount as of the date of Issuance (or delivery)	Date of Promissory Note/Instrument	Maturity Date

Loan Party	Application Number	Application Date	Title