AMERICAN EAGLE OUTFITTERS, INC. ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
The Notes were issued pursuant to, and are governed by, an indenture (the
"Indenture"), dated as of
The Notes will accrue interest at a rate of 3.75% per annum, payable
semi-annually in arrears on
(i) during any calendar quarter commencing after the calendar quarter ending
on September 30, 2020 , if the last reported sale price per share of the
Company's common stock for each of at least 20 trading days, whether or
not consecutive, during the 30 consecutive trading days ending on, and
including, the last trading day of the immediately preceding calendar
quarter, exceeds 130% of the conversion price then in effect on each
applicable trading day, as determined by the Company in good faith;
(ii) during the five consecutive business days immediately after any five
consecutive trading day period (such five consecutive trading day period,
the "Measurement Period") if the trading price per $1,000 principal
amount of Notes for each trading day of the Measurement Period was less
than 98% of the product of the last reported sale price per share of the
Company's common stock on such trading day and the conversion rate on
such trading day, subject to compliance with certain procedures and
conditions, as set forth in the Indenture;
(iii) upon the occurrence of certain corporate events or distributions on the
Company's common stock, as set forth in the Indenture; and
(iv) if the Company calls such Notes for redemption (but solely, subject to
certain exceptions, with respect to such Notes called for redemption).
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Noteholders may convert their Notes at their option at any time from, and
including, the Free Convertibility Date until the close of business on the
second scheduled trading day immediately before the Maturity Date, regardless of
the foregoing conditions. The Company will settle conversions by paying or
delivering, as applicable, at the Company's election, cash, shares of the
Company's common stock or a combination of cash and shares of the Company's
common stock. If the Company elects to deliver cash or a combination of cash and
shares of the Company's common stock, then the consideration due upon conversion
will be determined over an observation period consisting of 40 "VWAP Trading
Days" (as defined in the Indenture). The initial conversion rate is 114.2988
shares of the Company's common stock per
The Notes will be redeemable, in whole or in part, at the Company's option at
any time, and from time to time, on or after
If certain corporate events that constitute a "Fundamental Change" (as defined in the Indenture) occur, then noteholders will have the right to require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon to, but excluding, the "Fundamental Change Repurchase Date" (as defined in the Indenture). The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company's common stock.
The Indenture does not contain any financial or operating covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. The Indenture contains customary terms and covenants and events of default. If any event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, then, the Trustee, by written notice to the Company, or noteholders of at least 25% of the . . .
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OFF-BALANCE SHEET
ARRANGEMENT.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 3.02. The Notes were issued to the Initial Purchasers in reliance upon
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act")
in transactions not involving any public offering. The Initial Purchasers are
initially offering the Notes only to persons whom the Initial Purchasers
reasonably believe are "qualified institutional buyers," as defined in, and in
accordance with, Rule 144A under the Securities Act. The Company relied on these
exemptions from registration based in part on representations made by the
Initial Purchasers. Any shares of the Company's common stock that may be issued
upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of
the Securities Act as involving an exchange by the Company exclusively with its
security holders. The Notes and the Company's common stock issuable upon
conversion of the Notes have not been registered under the Securities Act and
may not be offered or sold in
Assuming the Initial Purchasers exercise their option to purchase additional
Notes, a maximum of 68,350,664 shares of the Company's common stock may be
issued upon conversion of the Notes in full, based on the maximum conversion
rate of 148.5884 shares of the Company's common stock per
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofApril 27, 2020 , betweenAmerican Eagle Outfitters, Inc. andU.S. Bank National Association , as trustee. 4.2 Form of certificate representing the 3.75% Convertible Senior Notes due 2025 (included as Exhibit A to Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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