ACCO BRANDS CORPORATION (NASDAQ:ACCO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
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Entry into a Material Definitive Agreement
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On December 22, 2016, in connection with closing of the
previously announced private offering by ACCO Brands Corporation
(the Company) of $400 million in aggregate principal amount of
5.25% senior notes due 2024 (the Notes), the Company entered into
an indenture, dated as of December 22, 2016 (the Indenture),
among the Company, as issuer, the guarantors named therein (the
Guarantors) and Wells Fargo Bank, National Association, as
trustee (the Trustee) under which the Notes were issued.
previously announced private offering by ACCO Brands Corporation
(the Company) of $400 million in aggregate principal amount of
5.25% senior notes due 2024 (the Notes), the Company entered into
an indenture, dated as of December 22, 2016 (the Indenture),
among the Company, as issuer, the guarantors named therein (the
Guarantors) and Wells Fargo Bank, National Association, as
trustee (the Trustee) under which the Notes were issued.
to the Indenture, the Company will pay interest on the Notes
semiannually on June 15 and December 15 of each year, beginning
on June 15, 2017, at a rate of 5.25% per year. On or after
December 15, 2019, the Company may redeem all or a part of the
Notes at the redemption prices set forth in the Indenture, plus
accrued and unpaid interest and additional interest, if any, to,
but not including, the applicable redemption date. Prior to
December 15, 2019, the Company may redeem all or a part of the
Notes at a redemption price equal to 50% of the principal amount
thereof plus a make-whole premium. In addition, prior to December
15, 2019, the Company may redeem up to 40% of the aggregate
principal amount of the Notes with the net cash proceeds from
certain equity offerings at the redemption price described in the
Indenture, plus any accrued and unpaid interest.
semiannually on June 15 and December 15 of each year, beginning
on June 15, 2017, at a rate of 5.25% per year. On or after
December 15, 2019, the Company may redeem all or a part of the
Notes at the redemption prices set forth in the Indenture, plus
accrued and unpaid interest and additional interest, if any, to,
but not including, the applicable redemption date. Prior to
December 15, 2019, the Company may redeem all or a part of the
Notes at a redemption price equal to 50% of the principal amount
thereof plus a make-whole premium. In addition, prior to December
15, 2019, the Company may redeem up to 40% of the aggregate
principal amount of the Notes with the net cash proceeds from
certain equity offerings at the redemption price described in the
Indenture, plus any accrued and unpaid interest.
The Notes are fully and unconditionally guaranteed, jointly and
severally, on a senior unsecured basis by each of the Companys
existing and future U.S. subsidiaries, other than certain
excluded subsidiaries.
severally, on a senior unsecured basis by each of the Companys
existing and future U.S. subsidiaries, other than certain
excluded subsidiaries.
The Indenture contains covenants that limit the ability of the
Company and its restricted subsidiaries ability to, among other
things: (i) incur additional indebtedness or issue disqualified
stock or, in the case of the Companys restricted subsidiaries,
preferred stock; (ii) create liens; (iii) pay dividends, make
certain investments or make other restricted payments; (iv) sell
certain assets or merge with or into other companies; (v) enter
into transactions with affiliates; and (vi) allow limitations on
any restricted subsidiarys ability to pay dividends, loans, or
assets to the Company or other restricted subsidiaries. These
covenants are subject to a number of important limitations and
exceptions. The Indenture also provides for events of default,
which, if any of them occurs, would permit or require the
principal, premium, if any, and accrued but unpaid interest on
all the then outstanding Notes to be immediately due and payable.
Company and its restricted subsidiaries ability to, among other
things: (i) incur additional indebtedness or issue disqualified
stock or, in the case of the Companys restricted subsidiaries,
preferred stock; (ii) create liens; (iii) pay dividends, make
certain investments or make other restricted payments; (iv) sell
certain assets or merge with or into other companies; (v) enter
into transactions with affiliates; and (vi) allow limitations on
any restricted subsidiarys ability to pay dividends, loans, or
assets to the Company or other restricted subsidiaries. These
covenants are subject to a number of important limitations and
exceptions. The Indenture also provides for events of default,
which, if any of them occurs, would permit or require the
principal, premium, if any, and accrued but unpaid interest on
all the then outstanding Notes to be immediately due and payable.
The foregoing summary of the Indenture does not purport to be
complete and is qualified in its entirety by reference to the
Indenture, which the Company will file as an exhibit to its
Annual Report on Form 10-K for the year ending December 31, 2016.
complete and is qualified in its entirety by reference to the
Indenture, which the Company will file as an exhibit to its
Annual Report on Form 10-K for the year ending December 31, 2016.
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Item 1.02.
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Termination of a Material Definitive Agreement
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Effective December 22, 2016, the Company satisfied and discharged
all its obligations under the indenture with respect to its
outstanding 6.75% Senior Notes due 2020 (the Existing Notes).
all its obligations under the indenture with respect to its
outstanding 6.75% Senior Notes due 2020 (the Existing Notes).
Section 2 – Financial Information
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant |
The information provided under Item 1.01 above with respect to
the issuance of the Notes is incorporated by reference into this
Item 2.03.
the issuance of the Notes is incorporated by reference into this
Item 2.03.
On December 22, 2016, the Company borrowed $73.9 million under
its revolving credit facility and applied the funds, together
with the net proceeds from the issuance of the Notes and cash on
hand, primarily toward the payment of the redemption price for
all of the Companys Existing Notes as further described in Item
8.01 of this Form 8-K.
its revolving credit facility and applied the funds, together
with the net proceeds from the issuance of the Notes and cash on
hand, primarily toward the payment of the redemption price for
all of the Companys Existing Notes as further described in Item
8.01 of this Form 8-K.
Section 8 – Other Events
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Item 8.01.
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Other Events
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On December 22, 2016, the Company determined that all conditions
precedent to the Companys redemption (the Redemption) of its $500
million in aggregate principal amount of outstanding Existing
Notes to its Conditional Notice of Full Redemption issued on
December 8, 2016 were satisfied. Accordingly, the Existing Notes
will be redeemed on January 9, 2017 at an aggregate redemption
price of>$531,465,671.96, consisting of principal due and
payable on the Existing Notes, a make-whole premium, and accrued
and unpaid interest to the January 9, 2017 redemption date.
precedent to the Companys redemption (the Redemption) of its $500
million in aggregate principal amount of outstanding Existing
Notes to its Conditional Notice of Full Redemption issued on
December 8, 2016 were satisfied. Accordingly, the Existing Notes
will be redeemed on January 9, 2017 at an aggregate redemption
price of>$531,465,671.96, consisting of principal due and
payable on the Existing Notes, a make-whole premium, and accrued
and unpaid interest to the January 9, 2017 redemption date.
About ACCO BRANDS CORPORATION (NASDAQ:ACCO)