Item 1.01
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Entry into a Material Definitive Agreement
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On May 11, 2020, Wolverine World Wide, Inc.
(the “Company”), certain domestic subsidiaries of the Company named therein (the “Guarantors”) and Wells
Fargo Bank, National Association, as trustee, entered into the Senior Notes Indenture dated as of May 11, 2020 (the “Indenture”),
pursuant to which the Company issued $300 million aggregate principal amount of 6.375% Senior Notes due 2025 (the “Notes,”
and the offering thereof, the “144A Offering”).
The Notes will bear interest at the rate
of 6.375% per year. Interest on the Notes is payable on May 15 and November 15 of each year, beginning on November 15, 2020.
The Notes will mature on May 15, 2025.
At any time prior to May 15, 2022, the Company
may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes,
plus a “make-whole” premium as set forth in the Indenture, plus accrued and unpaid interest. In addition, before May
15, 2022, the Company may redeem up to 35% of the Notes at a redemption price equal to 106.375% of their principal amount, plus
accrued and unpaid interest, using the proceeds of certain equity offerings. Further, on and after May 15, 2022, the Company may
redeem the Notes, in whole or in part, at a
redemption price equal to (i) 103.188% of the principal amount,
if redeemed during the twelve-month period beginning on May 15, 2022, (ii) 101.594% of the principal amount, if redeemed during
the twelve-month period beginning on May 15, 2023, and (iii) 100.000% of the principal amount, if redeemed during the twelve-month
period beginning on May 15, 2024 and thereafter, in each case plus accrued and unpaid interest.
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 $50.0 million or greater. The Notes
and the related guarantees are the Company’s and the Guarantors’ senior unsecured obligations, and will rank senior
in right of payment to all of the Company’s and the Guarantors’ existing and future subordinated indebtedness; rank
equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior indebtedness;
be effectively subordinated to any of the Company’s and the Guarantors’ existing and future secured debt, including
indebtedness under the Company’s existing senior credit facility, to the extent of the value of the assets securing such
debt; and be structurally subordinated to all of the existing and future liabilities (including debt and trade payables) of each
of the Company’s subsidiaries that do not guarantee the Notes. The Notes are not registered under the Securities Act of 1933,
as amended (the “Securities Act”), and the Notes are subject to restrictions on transferability and resale.
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.