BORROWINGS
Senior Secured Notes
On July 15, 2024 (the “Redemption Date”), A&F redeemed all of its outstanding 8.75% Senior Secured Notes due July 15, 2025, which had an aggregate principal amount of $214 million, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest to, but excluding, the Redemption Date. As of the Redemption Date, the 8.75% Senior Secured Notes were no longer deemed outstanding and interest on the 8.75% Senior Secured Notes ceased to accrue.
ABL Facility
On August 2, 2024, A&F, as parent and a guarantor, Abercrombie & Fitch Management Co. (“A&F Management”), as lead borrower, and certain of A&F’s direct and indirect wholly-owned subsidiaries, as additional borrowers and guarantors, entered into the Second Amendment to the Amended and Restated Credit Agreement (as amended, the “ABL Credit Agreement”). The ABL Credit Agreement provides for a $500 million senior secured asset-based revolving credit facility (the “ABL Facility”), and a $100 million sub-facility for the benefit of Abfico Netherlands Distribution B.V. (“Abfico”) and AFH Stores UK Limited (“AFH UK”) that is (i) secured by a first priority security interest in all assets (subject to specified exclusions) of each of Abfico and AFH UK, (ii) guaranteed by A&F and certain of its domestic direct and indirect wholly-owned subsidiaries, and (iii) subject to a borrowing base as described therein.
Borrowing under the ABL Facility bears interest at the Secured Overnight Financing Rate (“SOFR”) rate plus a margin of 1.50% to 1.75% per annum as determined in accordance with the provisions of the ABL Credit Agreement. The ABL Facility also contains an unused line fee of 25 basis points per annum. Customary agency fees and letter of credit fees are also payable in respect of the ABL Facility.
The ABL Facility is subject to a borrowing base, consisting primarily of inventory located in the U.S., the United Kingdom and the Netherlands, with a letter of credit sub-limit of $62.5 million, a swing line loan sub-limit of $30 million, and an accordion feature allowing A&F to increase the revolving commitment by up to $150 million subject to specified conditions. The ABL Facility is scheduled to expire on August 2, 2029 and is available for working capital, capital expenditures, and other general corporate purposes.
As of January 31, 2026, availability under the ABL Facility was $500 million, net of $0.5 million in outstanding stand-by letters of credit. As the Company must maintain excess availability equal to the greater of 10% of the Loan Cap or $36 million under the ABL Facility, borrowing capacity available to the Company under the ABL Facility was $450 million as of January 31, 2026.
Representations, warranties and covenants
The agreements related to the ABL Facility contain various representations, warranties and restrictive covenants that, among other things and subject to specified exceptions, restrict the ability of the Company and its subsidiaries to: grant or incur liens; incur, assume or guarantee additional indebtedness; sell or otherwise dispose of assets, including capital stock of subsidiaries;
make investments in certain subsidiaries; pay dividends, make distributions or redeem or repurchase capital stock; change the nature of their business; and consolidate or merge with or into, or sell substantially all of the assets of the Company or A&F Management to another entity.
Certain of the agreements related to the ABL Facility also contain certain affirmative covenants, including reporting requirements, such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.
The Company was in compliance with all covenants under these agreements as of January 31, 2026.