WOLVERINE WORLD WIDE, INC. Item 1.01 Entry into a Material Definitive Agreement
On
The Notes will bear interest at the rate of 6.375% per year. Interest on the
Notes is payable on
At any time prior to
redemption price equal to (i) 103.188% of the principal amount, if redeemed
during the twelve-month period beginning on
The Indenture requires that, upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its right to redeem all of the Notes pursuant to the Indenture, the Company shall offer to purchase all of the Notes at a purchase price in cash equal to 101% of the outstanding principal amount of such Notes, plus accrued and unpaid interest. If the Company or its restricted subsidiaries dispose of assets, under certain circumstances, the Company will be required to use the net proceeds from such disposals to make an offer to purchase Notes at an offer price in cash in an amount equal to 100% of the outstanding principal amount of such Notes, plus accrued and unpaid interest.
The Company intends to use the net proceeds from the 144A Offering to repay borrowings under its revolving credit facility.
The Indenture contains customary covenants that, among other things, restrict the ability of the Company and its restricted subsidiaries to incur additional indebtedness and guarantee indebtedness; prepay, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make loans and investments; sell or otherwise dispose of assets; consolidate, merge or sell substantially all of the Company's assets; incur liens; pay dividends or make other distributions in respect of, or repurchase or redeem, the Company's capital stock; enter into transactions with affiliates; and enter into agreements restricting the ability of the Company's restricted subsidiaries to pay dividends and make other distributions. Certain of the covenants will be suspended upon the Notes achieving an investment grade rating from specified rating agencies (provided such covenants will be reinstated if the Notes are subsequently downgraded from an investment grade rating). The terms of the Indenture include customary events of default, including, but not limited to, failure to make payment, failure to comply with the obligations set forth in the Indenture, certain defaults on certain other indebtedness, and invalidity of the guarantees under the notes issued pursuant to the Indenture.
The Notes are guaranteed on a senior unsecured basis, by each of the Company's
existing and future domestic subsidiaries that is a borrower under or that
guarantees obligations under the Company's existing senior credit facility, or
that guarantees the Company's other indebtedness or indebtedness of any
Guarantor, which indebtedness in either case is in an aggregate principal amount
of
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the Indenture, which is filed as Exhibit 4.1 to this Current Report and incorporated by reference herein.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The disclosure set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On
FORWARD-LOOKING STATEMENTS
This Current Report contains forward-looking statements, including statements
regarding the Company's use of proceeds of the 144A Offering. In addition, words
such as "estimates," "anticipates," "believes," "forecasts," "step," "plans,"
"predicts," "focused," "projects," "outlook," "is likely," "expects," "intends,"
"should," "will," "confident," variations of such words, and similar expressions
are intended to identify forward-looking statements. These statements are not
guarantees of future performance and involve certain risks, uncertainties, and
assumptions ("Risk Factors") that are difficult to predict with regard to
timing, extent, likelihood, and degree of occurrence. Risk Factors include,
among others: the effects of the COVID-19 pandemic on the Company's business,
operations, financial results and liquidity, including the duration and
magnitude of such effects, which will depend on numerous evolving factors that
the Company cannot currently accurately predict or assess, including: the
duration and scope of the pandemic; the negative impact on global and regional
markets, economies and economic activity, including the duration and magnitude
of its impact on unemployment rates and consumer discretionary spending and
levels of consumer confidence; actions governments, businesses and individuals
take in response to the pandemic; the effects of the pandemic, including all of
the foregoing, on the Company's distributors, suppliers, joint venture partners
and other counterparties, and how quickly economies and demand for the Company's
products recover after the pandemic subsides; changes in general economic
conditions, employment rates, business conditions, interest rates, tax policies
and other factors affecting consumer spending in the markets and regions in
which the Company's products are sold; the inability for any reason to
effectively compete in global footwear, apparel and consumer-direct markets; the
inability to maintain positive brand images and anticipate, understand and
respond to changing footwear and apparel trends and consumer preferences; the
inability to effectively manage inventory levels; increases or changes in
duties, tariffs, quotas or applicable assessments in countries of import and
export; foreign currency exchange rate fluctuations; currency restrictions;
capacity constraints, production disruptions, quality issues, price increases or
other risks associated with foreign sourcing; the cost and availability of raw
materials, inventories, services and labor for contract manufacturers; labor
disruptions; changes in relationships with, including the loss of, significant
wholesale customers; risks related to the significant investment in, and
performance of, the Company's consumer-direct operations; risks related to
expansion into new markets and complementary product categories; the impact of
seasonality and unpredictable weather conditions; changes in general economic
conditions and/or the credit markets on the Company's distributors, suppliers
and retailers; increases in the Company's effective tax rates; failure of
licensees or distributors to meet planned annual sales goals or to make timely
payments to the Company; the risks of doing business in developing countries,
and politically or economically volatile areas; the ability to secure and
protect owned intellectual property or use licensed intellectual property; the
impact of regulation, regulatory and legal proceedings and legal compliance
risks, including compliance with federal, state and local laws and regulations
relating to the protection of the environment, environmental remediation and
other related costs, and litigation or other legal proceedings relating to the
protection of the environment or environmental effects on human health; the
potential breach of the Company's databases or other systems, or those of its
vendors, which contain certain personal information, payment card data or
proprietary information, due to cyberattack or other similar event; problems
affecting the Company's distribution system, including service interruptions at
shipping and receiving ports; strategic actions, including new initiatives and
ventures, acquisitions and dispositions, and the Company's success in
integrating acquired businesses, and implementing new initiatives and ventures;
the risk of impairment to goodwill and other intangibles; changes in future
pension funding requirements and pension expenses; and additional factors
discussed in the Company's reports filed with the
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
4.1 Senior Notes Indenture, dated May 11, 2020 , among the Company, the
guarantors named therein, and Wells Fargo Bank, National Association
4.2 Form of 6.375% Senior Notes due 2025 (included in Exhibit 4.1)
99.1 Press Release dated May 11, 2020 .
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101).
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