MOHAWK INDUSTRIES, INC. (NYSE:MHK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On September 11, 2017, Mohawk Capital Finance S.A. (“Mohawk Finance”), an indirect wholly-owned subsidiary of Mohawk Industries, Inc. (the “Company”), that provides financing for the Company through the issuance of debt securities, completed the issuance and sale of €300,000,000 aggregate principal amount of its Floating Rate Notes due 2019 (the “Notes”) in a previously announced registered public offering. The offering of the Notes was made to the Company’s and Mohawk Finance's shelf registration statement on Form S-3, as amended by Post-Effective Amendment No.1 thereto (File Nos.333-219716 and 333-219716-2) filed with the Securities and Exchange Commission on September 1, 2017, and a preliminary prospectus supplement, dated September 4, 2017, and a prospectus supplement, dated September 5, 2017, related to the offering of the Notes, each as filed with the Securities and Exchange Commission.

The Notes are senior unsecured obligations of Mohawk Finance and will rank equally in right of payment with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis (the “Guarantee” and, together with the Notes, the “Securities”).

The Securities were issued to an Indenture dated as of September 11, 2017 between Mohawk Finance, as issuer, the Company, as parent guarantor, and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”) and a First Supplemental Indenture dated as of September 11, 2017 among Mohawk Finance, as issuer, the Company, as the parent guarantor, the Trustee, as trustee, initial registrar and transfer agent, and Elavon Financial Services DAC, UK Branch, as initial paying agent and calculation agent (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

The Notes will bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 0.30% (but in no event shall the interest rate be less than zero). Interest on the Notes is payable quarterly on September 11, December 11, March 11 and June 11 of each year, commencing on December 11, 2017, and the Notes mature on September 11, 2019.

The Notes are not redeemable prior to maturity, except that Mohawk Finance may redeem the Notes in whole, but not in part, at its option, in the event of certain developments affecting the United States, Luxembourg or other applicable taxing jurisdiction on the terms set forth in the Indenture. Additionally, the holders of the Notes have the right to require Mohawk Finance to purchase all or a portion of their Notes upon certain changes in control of the Company or Mohawk Finance, as defined in the Indenture.

The Indenture contains certain covenants that, among other things and subject to a number of exceptions and qualifications, limit the Company’s ability and the ability of its subsidiaries, including Mohawk Finance, to create liens and to enter into sale and leaseback transactions and limit the Company’s ability to consolidate, merge or transfer all or substantially all of its assets. The Indenture also contains certain customary events of default, including failure to make payments in respect of the principal amount of the Notes, failure to make payments of interest on the Notes when due and payable, failure to comply with certain covenants and agreements and certain events of bankruptcy or insolvency.

The foregoing summary is qualified in its entirety by reference to the full text of the Base Indenture, the Supplemental Indenture and the form of global note which are filed as Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K and are incorporated by reference herein.

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 in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

The documents included as exhibits to this report are filed solely to provide information about their terms, are not intended to provide any factual or other information about the Company or the other parties to the agreements, and should not be relied upon by investors for any other purpose.

(d)Exhibits.

MOHAWK INDUSTRIES INC Exhibit
EX-4.1 2 ex41mohawkcapitalfinance-i.htm EX-4.1 Exhibit Exhibit 4.1MOHAWK CAPITAL FINANCE S.A.,…
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About MOHAWK INDUSTRIES, INC. (NYSE:MHK)

Mohawk Industries, Inc. is a flooring manufacturer that creates products for residential and commercial spaces around the world. The Company’s manufacturing and distribution processes provide carpet, rugs, ceramic tile, laminate, wood, stone, luxury vinyl tile (LVT) and vinyl flooring. It operates in three segments: Global Ceramic, which designs, manufactures, sources, distributes and markets a line of ceramic tile, porcelain tile and natural stone products; Flooring North America (Flooring NA), which designs, manufactures, sources, distributes and markets carpet, laminate, carpet pad, rugs, hardwood and vinyl, including LVT, in a range of colors, textures and patterns, and Flooring Rest of the World (Flooring ROW), which designs, manufactures, sources, distributes and markets laminate, hardwood flooring, roofing elements, insulation boards, medium-density fiberboard, chipboards and vinyl flooring products. Its trademarks include American Olean, Bigelow, Lees, Quick-Step and Unilin.