Item 1.01. Entry into a Material Definitive Agreement.
On October 5, 2021, Foot Locker, Inc. (the "Company") completed the sale of $400
million aggregate principal amount of its 4% Senior Notes due 2029 (the
"Notes"). The Company received net proceeds from the offering of approximately
$395 million, after deducting the initial purchasers' discount and estimated
offering expenses payable by the Company, which the Company intends to use for
general corporate purposes.
The Notes were issued pursuant to an indenture, dated as of October 5, 2021 (the
"Indenture"), by and among the Company, certain guarantors from time to time
party thereto, and U.S. Bank National Association, as trustee. The Notes are the
senior unsecured, unsubordinated obligations of the Company and are guaranteed,
jointly and severally, by the Company's current and, subject to certain
exceptions, future subsidiaries that guarantee the Company's secured revolving
credit facility or certain other debt of the Company or the guarantors. The
Indenture limits the ability of the Company and its subsidiaries to incur
certain liens, merge, consolidate, or sell all or substantially all of their
assets, enter into certain transactions with affiliates, and enter into certain
sale and leaseback transactions.
The Notes will mature on October 1, 2029, and bear interest at a rate of 4% per
annum. Interest will accrue from October 5, 2021, and will be payable
semi-annually in arrears on April 1 and October 1 of each year, commencing on
April 1, 2022.
The Notes will be redeemable, in whole or in part, at any time or from time to
time on or after October 1, 2024, at the redemption prices specified in the
Indenture, plus accrued and unpaid interest, if any, to (but excluding) the
applicable redemption date. At any time and from time to time prior to October
1, 2024, the Notes may be redeemed, in whole or in part, at a redemption price
of 100% of the principal amount thereof, plus a "make-whole" premium and accrued
and unpaid interest, if any, to (but excluding) the applicable redemption date.
In addition, the Company may redeem up to 40% of the aggregate principal amount
of Notes at any time or from time to time before October 1, 2024, with the net
cash proceeds from certain equity offerings at a redemption price equal to 104%,
plus accrued and unpaid interest, if any, to (but excluding) the applicable
redemption date.
Upon the occurrence of certain events that constitute a change of control of the
Company and a rating downgrade, the Company will be required, subject to certain
exceptions, to offer to repurchase all outstanding Notes at 101% of their
principal amount, plus accrued and unpaid interest, if any, to (but excluding)
the date of repurchase.
The Indenture contains customary events of default, including (subject in
certain cases to customary grace and cure periods) nonpayment of principal or
interest; breach of other agreements in the Indenture; failure to pay certain
other indebtedness; certain events of bankruptcy, insolvency, or reorganization;
failure to pay certain final judgments; and failure of certain guarantees to be
enforceable.
The Indenture and form of notes are filed as Exhibits 4.1 and 4.2, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference. The
above descriptions of material terms of the Indenture and Notes are qualified in
their entirety by reference to such exhibits.
The Notes have not been and will not be registered under the Securities Act of
1933, as amended (the "Securities Act") or the securities laws of any other
jurisdiction. The Notes were sold to qualified institutional buyers pursuant to
Rule 144A and outside the United States pursuant to Regulation S of the
Securities Act.
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 above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
Item 8.01. Other Events.
On September 29, 2021, the Company issued a press release announcing the pricing
of the Notes. A copy of this press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
As previously disclosed, the Company, as borrower, and certain of its domestic
subsidiaries, as guarantors, are parties to a credit agreement, dated as of May
19, 2016 (as amended by Amendment No. 1 to Credit Agreement, dated as of July
14, 2020, and Amendment No. 2 to Credit Agreement, dated as of May 19, 2021, and
as in effect on the date hereof, the "Credit Agreement"), with the lenders party
thereto, and Wells Fargo Bank, National Association, as agent, letter of credit
issuer, and swing line lender, which governs the Company's secured asset-based
revolving credit facility. On October 1, 2021, Eurostar, Inc., a Delaware
corporation, and indirect subsidiary of the Company, operating as WSS, became a
party to, and bound by the terms of, the Credit Agreement and other applicable
Loan Documents (as defined in the Credit Agreement) as a guarantor.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Indenture, dated as of October 5, 2021, by and among Foot Locker,
Inc., certain guarantors from time to time party thereto and U.S. Bank
National Association, as Trustee.
4.2 Form of 4% Senior Notes due 2029 (included in Exhibit 4.1).
99.1 Press Release, dated September 29, 2021, issued by Foot Locker, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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