ACCO BRANDS CORPORATION (NYSE:ACCO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Entry into a Material Definitive Agreement
Effective July26, 2018, ACCO Brands Corporation (the “Company”) entered into the First Amendment (the “First Amendment”) to the Third Amended and Restated Credit Agreement (the “Credit Agreement”) among the Company, certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and the other lenders party thereto. The First Amendment increases the aggregate revolving credit commitments under the multi-currency revolving credit facility provided for in the Credit Agreement (the “Revolving Facility”) by $100,000,000 such that, after giving effect to such increase, the aggregate amount of revolving credit commitments under the Revolving Facility is $500,000,000. In addition, the First Amendment also affected certain technical amendments to the Credit Agreement, including the addition of provisions relating to LIBOR successor rate procedures if LIBOR becomes unascertainable or is discontinued in the future and to expressly permit certain intercompany asset transfers. Immediately following the effective date of the First Amendment, approximately $137.7million was available for borrowing under the Revolving Facility.
The foregoing summary of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which the Company expects to file as an exhibit to its Quarterly Report on Form 10-Q for the period ending September30, 2018, and to the Credit Agreement previously filed as Exhibit10.11 to the Company’s Annual Report on Form 10-K filed on February27, 2017.
Section 2 – Financial Information
Results of Operations and Financial Condition
On July31, 2018, the Company announced its results for the period ended June30, 2018. Attached as Exhibit 99.1 is a copy of the press release relating to the Company's results, which is incorporated herein by reference.
The information included or incorporated by reference in this Current Report on Form 8-K under this Item 1.01 is being furnished and shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report included under this Item 1.01 shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information regarding the Revolving Facility commitment increase set forth under Item 1.01 is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 1.01 – Financial Statements and Exhibits
Statements contained in this Current Report on Form 8-K, other than statements of historical fact, particularly those anticipating future financial performance, business prospects, growth, operating strategies and similar matters are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are generally identifiable by the use of the words "will," "believe," "expect," "intend," "anticipate," "estimate," "forecast," "project," "plan," and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or obligation to update them. Because actual results may differ materially from those suggested or implied by such forward-looking statements, you should not place undue reliance on them when deciding whether to buy, sell or hold the Company’s securities.
Our business outlook is based on certain assumptions, which we believe to be reasonable under the circumstances. These include, without limitation, assumptions regarding the timing, cost and synergies expected from integration of acquisitions; impact of the recent changes in U.S. tax laws and trade policies; changes in the macro environment; fluctuations in foreign currency rates and share count; changes in the competitive landscape and consumer behavior; as well as other factors described below.
Among the factors that could cause actual results to differ materially from our forward-looking statements are: a relatively limited number of large customers account for a significant percentage of our sales; risks associated with foreign currency fluctuations; challenges related to the highly competitive business environments in which we operate; our ability to develop and market innovative products that meet consumer demands; our ability to grow profitably through acquisitions and expand our product assortment into new and adjacent categories; our ability to successfully integrate acquisitions and achieve the financial and other results anticipated at the time of acquisition, including synergies; the failure, inadequacy or interruption of our information technology systems or supporting infrastructure; risks associated with a cybersecurity incident or information security breach; our ability to successfully expand our business in emerging markets which generally expose us to greater financial, operational, regulatory and compliance and other risks; risks associated with raw material, labor and transportation availability and cost fluctuations; the effects of the U.S. Tax Cuts and Jobs Act; risks associated with the changes to U.S. government policies, including increased import tariffs and other changes in trade relations and policies; the impact of litigation or other legal proceedings; consumer spending decisions during periods of economic uncertainty or weakness; the risks associated with outsourcing production of certain of our products, information systems and other administrative functions; the continued decline in the use of certain of our products; risks associated with seasonality; our failure to comply with applicable laws, rules and regulations and self-regulatory requirements and the costs of compliance; the sufficiency of investment returns on pension assets and risks related to actuarial assumptions; any impairment of our intangible assets; risks associated with our indebtedness, including our debt service obligations, limitations imposed by restrictive covenants and our ability to comply with financial ratios and tests; the bankruptcy or financial instability of our customers and suppliers; our failure to comply with customer contracts; our ability to secure, protect and maintain our intellectual property rights; product liability claims or regulatory actions; our ability to attract and retain key employees; the volatility of our stock price; material disruptions at one of our or our suppliers' major manufacturing or distribution facilities resulting from circumstances outside our control; and other risks and uncertainties described in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2017 and in other reports we file with the SEC.
ACCO BRANDS Corp ExhibitEX-99.1 2 a2018-q2ex991pr.htm EXHIBIT 99.1 Q218 PRESS RELEASE Exhibit Exhibit 99.1News ReleaseFOR IMMEDIATE RELEASEACCO BRANDS CORPORATION REPORTSSECOND QUARTER 2018 RESULTSLAKE ZURICH,…To view the full exhibit click
About ACCO BRANDS CORPORATION (NYSE:ACCO)
ACCO Brands Corporation is a manufacturer and marketer of office, school and calendar products, and also computer and electronic accessories. It sells its products to consumers and commercial end users through resellers, including traditional office supply resellers, wholesalers and retailers, including online retailers. It operates through three segments: ACCO Brands North America, ACCO Brands International and Computer Products Group. ACCO Brands North America and ACCO Brands International manufacture, source and sell traditional office products, school supplies and calendar products. ACCO Brands North America includes the United States and Canada, and ACCO Brands International includes the rest of the world, primarily Northern Europe, Brazil, Australia and Mexico. Its Computer Products Group designs, sources, distributes, markets and sells accessories for laptop and desktop computers and tablets. These accessories include security products, input devices and ergonomic aids.