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


FORM 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)
     November 22, 2019 
                                                                                                                                                        


INGLES MARKETS, INCORPORATED
(Exact name of registrant as specified in its charter)


North Carolina  
0-14706
56-0846267
(State or other jurisdiction  
(Commission
(IRS Employer
of incorporation)
File Number) 
Identification No.)


P.O. Box 6676, Asheville, NC
28816
(Address of principal executive offices)   
(Zip Code)


Registrant’s telephone number, including area code
 (828) 669-2941 


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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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(s)
Name of each exchange on which registered
Class A Common Stock, $0.05
par value per share
IMKTA
The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company 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

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 under an Off-Balance Sheet Arrangement of a Registrant.

On November 22, 2019, the Company closed a $155 million ten-year amortizing real estate loan (the “Loan”) and issued notice to redeem a like principal amount of 5.75% senior notes due in 2023 (the “Notes”).  The Loan will be funded and the Notes will be redeemed thirty days after the redemption notice on December 23, 2019.  The Notes will be redeemed at 101.917% of par value, and the Company will recognize debt extinguishment costs of approximately $3.0 million during the quarter ending December 28, 2019.

The Loan matures January 31, 2030 and has monthly principal payments of $0.65 million plus floating rate interest based on LIBOR.  The Company entered into a notional amount $155 million interest rate swap contract to convert the variable rate on the Loan to a fixed interest rate of 2.92%.  The notional amount of the swap declines each month by $0.65 million consistent with the required principal payments of the loan.





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.

    INGLES MARKETS, INCORPORATED 
 
    (Registrant)
 
       
Date:  November 22, 2019
     

By:
/s/ Ronald B. Freeman  
    Ronald B. Freeman  
    Chief Financial Officer