Item 1.01. Entry into a Material Definitive Agreement.
On
Interest rates on borrowings under the Facility will be based on prevailing
interest rates for
The Credit Agreement contains certain events of default customary for credit facilities of this type (with customary grace periods, as applicable), including nonpayment of principal or interest when due; material incorrectness of representations and warranties when made; breach of covenants; bankruptcy and insolvency; unsatisfied ERISA obligations; unstayed material judgment beyond specified periods; acceleration or payment default of other material indebtedness; and invalidation of the Company's guaranty of subsidiary borrowings.
If any events of default occur and are not cured within applicable grace periods or waived, any outstanding loans may be accelerated and the lenders' commitments may be terminated. The occurrence of a bankruptcy and insolvency event of default will result in the automatic termination of commitments and acceleration of outstanding loans under the Credit Agreement.
Certain of the lenders under the Credit Agreement and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory, commercial and investment banking services for the Company, for which they received or will receive customary fees and expenses. Certain affiliates of the lenders are underwriters of certain of the Company's note issuances. The Company and some of its subsidiaries may enter into foreign exchange and other derivative arrangements with certain of the lenders and their affiliates. In addition, certain of the lenders and their respective affiliates act as dealers in connection with the Company's commercial paper programs.
The description above is a summary and is qualified in its entirety by the Credit Agreement, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 and included under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
In connection with the Offer, on
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In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing or document.
Item 8.01. Other Events.
Announcement of a public offer for all the outstanding shares of Swedish Match
On
The board of directors of Swedish Match has resolved to recommend that the
shareholders of Swedish Match accept the Offer. The acceptance period for the
Offer for shares of Swedish Match has not commenced. An offer document regarding
the Offer is expected to be made public on or around
The completion of the Offer is subject to certain customary closing conditions
for an offer governed by Nasdaq Stockholm's Takeover Rules and the Takeover Act
of
As soon as practicable after the Minimum Tender Condition has been satisfied and in compliance with the Takeover Rules, PMHH intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Swedish Match. In connection therewith, PMHH intends to delist Swedish Match's shares from Nasdaq Stockholm.
The Takeover Rules and the
The foregoing summary of the Offer Announcement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Offer Announcement. A copy of the Offer Announcement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
No Offer or Solicitation
This document is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law.
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Cautionary Statement Concerning Forward-Looking Statements
This document contains statements relating to future status or circumstances, including statements regarding the success of the acquisition, future performance, growth and other trend projections and other benefits of the acquisition, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Company. Examples of forward-looking statements include, but are not limited to, statements made about the proposed transaction. Any forward-looking statements speak only as of the date on which they are made and the Company has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
The Company's business risks include: excise tax increases and discriminatory
tax structures; increasing marketing and regulatory restrictions that could
reduce our competitiveness, eliminate our ability to communicate with adult
consumers, or ban certain of our products in certain markets or countries;
health concerns relating to the use of tobacco and other nicotine-containing
products and exposure to environmental tobacco smoke; litigation related to
tobacco use and intellectual property; intense competition; the effects of
global and individual country economic, regulatory and political developments,
natural disasters and conflicts; the impact and consequences of
In addition, important factors that could cause actual results to differ materially from those indicated by forward-looking statements include risks and uncertainties related to: the possibility that expected benefits related to recent or pending acquisitions, including the proposed transaction, may not materialize as expected; the proposed transaction not being timely completed, if completed at all; regulatory approvals required for the transaction not being timely obtained, if obtained at all, or being obtained subject to conditions; prior to the completion of the transaction, Swedish Match's business experiencing disruptions due to transaction-related uncertainty or other factors, including issues relating to maintaining relationships with employees, customers, licensees, other business partners or governmental entities; difficulty retaining key employees; the outcome of any legal proceedings related to the proposed transaction; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all.
The Company is further subject to other risks detailed from time to time in its
publicly filed documents, including the Form 10-K for the year ended
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Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 10.1 Credit Agreement, dated May 11 , 2022, among the Company, the lenders named therein and Citibank Europe PLC, UK B ranch, as facility agent. 99.1 Presentation Script , dated May 11, 2022. 99.2 Presentation Slides , dated May 11, 2022. 99.3 Offer Announcement, dated May 11, 2022. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document and contained in Exhibit 101)
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