Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes are senior unsecured obligations of Mohawk Finance and will rank equally in right of payment with all of Mohawk Finance's other existing and future senior unsecured indebtedness. The Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis (the "Guarantee" and, together with the Notes, the "Securities").
In connection with the offering of the Notes, Mohawk Finance and the Company
entered into an Underwriting Agreement, dated
The Securities were issued pursuant to an Indenture dated as of
The Notes will bear interest at a rate of 1.750% per annum until the principal
amount is paid or made available for payment. Interest on the Notes is payable
annually in arrears on
Mohawk Finance may redeem some or all of the Notes, at its option, at any time
and from time to time on the terms set forth in the Indenture. Mohawk Finance
may also redeem the Notes in whole, but not in part, at its option, in the event
of certain developments affecting
The Indenture contains certain covenants that, among other things and subject to a number of exceptions and qualifications, limit the Company's ability and the ability of its subsidiaries, including Mohawk Finance, to create liens and to enter into sale and leaseback transactions and limit the Company's ability to consolidate, merge or transfer all or substantially all of its assets. The Indenture also contains certain customary events of default,
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including failure to make payments in respect of the principal amount of the Notes, failure to make payments of interest on the Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency.
The foregoing summary is qualified in its entirety by reference to the full text of the Underwriting Agreement, Base Indenture, the Supplemental Indenture and the global note, which are filed as Exhibits 1.1, 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The document included as an exhibit to this report is filed solely to provide information about its terms, is not intended to provide any factual or other information about the Company or the other parties to the agreements, and should not be relied upon by investors for any other purpose.
1.1 Underwriting Agreement, dated as ofJune 9, 2020 , by and among MohawkCapital Finance S.A. ,Mohawk Industries, Inc. ,BNP Paribas ,J.P. Morgan Securities plc ,Merrill Lynch International ,Mizuho International plc ,PNC Capital Markets LLC ,Wells Fargo Securities, LLC ,UniCredit Bank AG , Barclays Bank PLC,U.S. Bancorp Investments, Inc. ,Suntrust Robinson Humphrey, Inc. ,Goldman Sachs & Co. LLC , and KBC Bank NV. 4.1 Indenture, dated as ofSeptember 11, 2017 , by and amongMohawk Capital Finance S.A. , as issuer,Mohawk Industries, Inc. , as parent guarantor andU.S. Bank National Association , as trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K datedSeptember 11, 2017 ). 4.2 Fourth Supplemental Indenture, dated as ofJune 12, 2020 , by and amongMohawk Capital Finance S.A. , as issuer,Mohawk Industries, Inc. , as parent guarantor,U.S. Bank National Association , as trustee, registrar and transfer agent andElavon Financial Services DAC , as paying agent. 4.3 Note for Senior Notes due 2027 5.1 Opinion ofAlston & Bird LLP 5.2 Opinion ofArendt & Medernach SA 23.1 Consent ofAlston & Bird LLP (included in Exhibit 5.1) 23.2 Consent ofArendt & Medernach SA (included in Exhibit 5.2) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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