SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Gap Inc – ‘8-K’ for 3/25/20

On:  Thursday, 3/26/20, at 4:35pm ET   ·   For:  3/25/20   ·   Accession #:  39911-20-33   ·   File #:  1-07562

Previous ‘8-K’:  ‘8-K’ on / for 3/13/20   ·   Next:  ‘8-K’ on / for 3/30/20   ·   Latest:  ‘8-K’ on 3/15/24 for 3/13/24

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size

 3/26/20  Gap Inc                           8-K:2,7,9   3/25/20   13:225K

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     38K 
 2: EX-99.1     Press Release Dated March 26, 2020                  HTML     23K 
 9: R1          Cover Page Cover Page                               HTML     47K 
12: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- revolver-8xk_htm                    XML     15K 
13: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.CAL  XBRL Calculations -- gps-20200325_cal                XML      7K 
 5: EX-101.DEF  XBRL Definitions -- gps-20200325_def                 XML      9K 
 6: EX-101.LAB  XBRL Labels -- gps-20200325_lab                      XML     66K 
 7: EX-101.PRE  XBRL Presentations -- gps-20200325_pre               XML     36K 
 3: EX-101.SCH  XBRL Schema -- gps-20200325                          XSD     15K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
10: ZIP         XBRL Zipped Folder -- 0000039911-20-000033-xbrl      Zip     19K

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 iX:   C:   C:   C: 
  Document  
 i false i 0000039911 0000039911 2020-03-25 2020-03-25


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM  i 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)

 i March 25, 2020

 i THE GAP, INC.
(Exact name of registrant as specified in its charter)
 i Delaware
 
 i 1-7562
 
 i 94-1697231
(State of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 i Two Folsom Street
 
 
 i San Francisco,
 i California
 
 i 94105
(Address of principal executive offices)
 
(Zip Code)

( i 415)  i 427-0100
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

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):
 i ☐
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 i ☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 i ☐
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 i ☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
 i Common Stock, $0.05 par value
 i GPS
 i The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
 
 
Emerging growth company
 i ☐
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐




Item 2.03
 
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously disclosed, The Gap, Inc. (the "Company") and certain of its subsidiaries are party to the Second Amended and Restated Credit Agreement dated May 31, 2018 (the "Credit Agreement"). The Credit Agreement provides the Company a $500 million revolving credit facility (the "Revolver"). A copy of the Credit Agreement, as amended, was filed as an exhibit to the Company’s 10-Q filed with the Securities and Exchange Commission on August 31, 2018.

On March 25, 2020, the Company drew down the entire available amount ($500 million) under the Revolver resulting in a total of $500 million outstanding under the Revolver. Borrowings under the Revolver are scheduled to mature on May 31, 2023, and the Company may repay amounts borrowed at any time prior to maturity without penalty (other than potential LIBOR breakage fees).

Borrowings under the Revolver will bear interest, at the Company’s option, at a base rate or LIBOR, plus an applicable interest rate margin varying depending on the Company’s corporate ratings or leverage ratio, whichever yields a lower pricing level. The additional interest rate margin for borrowings ranges from 0.00% to 0.50% per annum in the case of base rate borrowings and from 0.90% to 1.50% per annum in the case of LIBOR borrowings. With respect to this draw of $500 million under the Revolver, the Company has elected a six month LIBOR rate, plus a current 1.1% margin, for a total interest rate of 2.073250%. The Company elected to borrow under the Revolver as a precautionary measure in order to increase its cash position and preserve financial flexibility in light of current uncertainty in the global markets resulting from the COVID-19 outbreak. The draw-down proceeds from the Revolver are currently being held on the Company’s balance sheet and may be used for general corporate purposes.

Item 7.01
 
Regulation FD Disclosure.
On March 26, 2020, the Company issued a press release announcing that it was deferring the record and payment dates for its previously declared first quarter dividend to the first quarter of fiscal year 2021 and suspending its dividend program for the remainder of fiscal year 2020. A copy of the press release is furnished hereto as Exhibit 99.1. The previously declared dividend will now be payable on or after April 28, 2021 to shareholders of record at the close of business on April 7, 2021. The Company’s board of directors determined that deferring payment of the previously announced dividend was in the best interests of the Company in order to preserve liquidity in the context of the impact of COVID-19 on the Company’s operations. The Company reserves the right to further defer the record and payment dates for the previously declared first quarter dividend, depending upon, among other factors, the progression of the COVID-19 outbreak, business performance and the macroeconomic environment.

On March 26, 2020, the Company also announced in the same press release that, given the uncertainty regarding the potential duration and impact of COVID-19, it is withdrawing the full year 2020 guidance issued on March 12, 2020 and is not providing an updated outlook at this time. A copy of the press release is furnished hereto as Exhibit 99.1.

Item 9.01
 
Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.
 
Exhibit Description
99.1

 
Press Release dated March 26, 2020
 
 
 
104

 
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
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.
 
THE GAP, INC.
 
 
 
 
 
 
 
 
 
Date: March 26, 2020
By:
/s/ Katrina O'Connell
 
 
 
Katrina O'Connell
 
 
 
Executive Vice President and
 
 
Chief Financial Officer
 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
5/31/23
4/28/21
4/7/21
Filed on:3/26/204
For Period end:3/25/203,  4
3/12/208-K
8/31/1810-Q
5/31/188-K,  SD
 List all Filings 
↑Top
Filing Submission 0000039911-20-000033   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Wed., May 1, 4:38:43.2am ET