Multi-Color Corporation (NASDAQ:LABL) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On October4, 2017, Multi-Color Escrow Issuer, LLC (the “Escrow Issuer”), a wholly owned subsidiary of Multi-Color Corporation (the “Company”), issued $600million aggregate principal amount of its 4.875% Senior Notes due 2025 (the “Notes”). The Company formed the Escrow Issuer for the purpose of acting as escrow issuer for the offering of the Notes pending the completion of the Company’s acquisition of the Labels Division of Constantia Flexibles Group GmbH (the “Constantia Labels Acquisition”). The terms and conditions of the Notes and related matters are set forth in the Indenture, dated as of October4, 2017 (the “Indenture”), between the Escrow Issuer and U. S. Bank National Association, as trustee (the “Trustee”). The Escrow Issuer, the Company and the Trustee also entered into an Escrow and Security Agreement dated as of October4, 2017 (the “Escrow Agreement”) to which the gross proceeds from the offering of the Notes, together with amounts necessary to redeem the Notes at a price equal to 50% of the principal amount of the Notes, plus accrued and unpaid interest, if any, from the issue date to, but not including, January19, 2018, have been deposited into a segregated escrow account with the Trustee who is serving as escrow agent. The Escrow Issuer granted to the Trustee, as escrow agent, for its benefit and the benefit of the holders of the Notes, a first-priority security interest in the escrow account to secure the obligations under the Notes pending disbursement of the escrowed funds as described below.
Upon the Escrow Issuer delivering to the Trustee an officer’s certificate instructing it to release the escrowed funds and certifying, among other things, that prior to or concurrently with the release of funds from escrow (i)the Constantia Labels Acquisition has been consummated and (ii)the Company’s new credit agreement has been entered into (collectively, the “Escrow Condition”), the escrowed funds will be released to the Escrow Issuer and the Company will assume all the Escrow Issuer’s obligations under the Notes and the Indenture. If the Escrow Condition is not satisfied on or prior to January16, 2018, or such earlier date as the Company determines in its sole discretion that the Escrow Condition cannot be satisfied, or if the Escrow Agreement or the sale and purchase agreement relating to the Constantia Labels Acquisition is terminated at any time prior to January16, 2018, the Escrow Issuer will be required to redeem the Notes at a price equal to 50% of the principal amount of the Notes, together with interest accrued and unpaid on the Notes, if any, from the issue date to, but not including, the date of redemption.
The Notes are general unsecured senior obligations of the Company. Interest is payable on May1 and November1 of each year beginning May1, 2018 until the maturity date of November1, 2025. The Notes will not be guaranteed initially. Following the release from escrow in connection with the consummation of the Constantia Labels Acquisition, the Notes will be guaranteed by certain of the Company’s existing and future direct and indirect wholly owned domestic subsidiaries that will be a borrower or a guarantor under the Company’s new senior secured credit facilities, or that guarantees certain of its other indebtedness.
A copy of the Indenture, including the form of the Notes, is attached as Exhibit 4.1 hereto, the terms of which are incorporated herein by reference. The foregoing description of the Indenture, including the form of the Notes, is qualified in its entirety by reference to the full text of the Indenture, including the form of the Notes.
A copy of the Escrow Agreement is attached as Exhibit 4.2 hereto, the terms of which are incorporated herein by reference. The foregoing description of the Escrow Agreement is qualified in its entirety by reference to the full text of the Escrow Agreement.
Item 2.03 – Financial Statements and Exhibits
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Exhibit No. |
Description |
| 4.1 | Indenture governing the 4.875% Senior Notes due 2025, including the form of the 4.875% Note, by and between Multi-Color Escrow Issuer, LLC and U.S. Bank National Association, as Trustee, dated October 4, 2017. |
| 4.2 | Escrow and Security Agreement by and among Multi-Color Corporation, Multi-Color Escrow Issuer, LLC and U.S. Bank National Association, as Escrow Agent, dated October4, 2017. |
MULTI COLOR Corp ExhibitEX-4.1 2 d469179dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 EXECUTION VERSION MULTI-COLOR ESCROW ISSUER,…To view the full exhibit click here
About Multi-Color Corporation (NASDAQ:LABL)
Multi-Color Corporation (Multi-Color) is engaged in label solutions business, supporting brands, including producers of home and personal care, wine and spirit, food and beverage, healthcare and specialty consumer products. The Company serves international brand owners in North, Central and South America, Europe, Australia, New Zealand, South Africa and China and Southeast Asia with a range of label technologies in Pressure Sensitive, Glue-Applied (Cut and Stack), In-Mold, Shrink Sleeve and Heat Transfer. The Company also provides a range of print methods, including flexographic, lithographic, rotogravure, letterpress and digital, and in-house prepress services. The Company provides graphics and pre-press services for its customers at all of its manufacturing locations. These services include the conversion of customer digital files and artwork into proofs, production of print layouts and printing plates, and product mock ups and samples for market research.
