Snap-on Incorporated (NYSE:SNA) Files An 8-K Entry into a Material Definitive Agreement

Snap-on Incorporated (NYSE:SNA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

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On February20, 2018, Snap-on Incorporated (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters listed therein (collectively, the “Underwriters”) to which the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon terms and conditions set forth therein, $400,000,000 aggregate principal amount of the Company’s 4.50% Notes due 2048 (the “Notes”).

The offering of the Notes closed on February26, 2018.

The Notes were issued to the Indenture (the “Indenture”), dated as of January8, 2007, between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), and related officers’ certificate which established the terms of the Notes.

The Company will pay interest on the Notes semi-annually in arrears on March1 and September1, beginning on September1, 2018, to holders of record on the preceding February15 and August15, as the case may be. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The Notes will mature on March1, 2048 unless redeemed prior to that date.

The Notes are senior unsecured obligations of the Company and rank equally with all of the other existing and future unsecured and unsubordinated senior indebtedness of the Company. The Indenture includes covenants, including limitations on the Company’s ability, subject to exceptions, to incur debt secured by liens and to engage in sale and leaseback transactions. The Indenture also provides for events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically become due and payable.

At any time prior to September1, 2047, the Company may redeem the Notes at a “make-whole” redemption price, plus accrued and unpaid interest on the Notes being redeemed to the redemption date. At any time on or after September1, 2047, the Company may redeem the Notes at a redemption price equal to 50% of the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes being redeemed to, but not including, the redemption date. If a change of control repurchase event occurs, the Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest on the Notes, if any, to the date of repurchase.

On February20, 2018, the Company commenced a cash tender offer (the “Tender Offer”) to repurchase any and all of the outstanding 6.70% Senior Notes due March1, 2019 (the “2019 Notes”) of the Company. The Company intends to use a portion of the net proceeds from the sale of the Notes to consummate the Tender Offer. If the Tender Offer is not consummated, or if less than all of the outstanding 2019 Notes are repurchased in the Tender Offer, the Company will redeem any 2019 Notes that remain outstanding. The Company issued a notice of redemption on February20, 2018 to redeem all of the remaining outstanding 2019 Notes on March22, 2018. The remaining net proceeds will be used to repay a portion of the Company’s outstanding commercial paper and for general corporate purposes, which may include working capital, capital expenditures and possible acquisitions.

The descriptions of the Indenture and the officers’ certificate set forth above are qualified by reference to the terms of the Indenture and the officers’ certificate filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K pertaining to the Notes is incorporated by reference into this Item 1.01.

Item 1.01. Financial Statements and Exhibits.

The following exhibits are being filed herewith:

EXHIBIT INDEX

Exhibit

Description

1.1 Underwriting Agreement, dated as of February 20, 2018, among Snap-on Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.
4.1 Indenture, dated as of January 8, 2007, between Snap-on Incorporated and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit (4)(b) to the Registration Statement on Form S-3 (Registration No.333-139863)).
4.2 Officers’ Certificate, dated as of February26, 2018, establishing the terms of the $400,000,000 4.50% Notes due 2048.
5.1 Opinion of Foley& Lardner LLP, counsel to the Company.
23.1 Consent of Foley& Lardner LLP (contained in Exhibit 5.1 hereto).


SNAP-ON Inc Exhibit
EX-1.1 2 d514019dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION $400,…
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About Snap-on Incorporated (NYSE:SNA)

Snap-On Incorporated is a manufacturer and marketer of tools, equipment, diagnostics, repair information and systems solutions for professional users. The Company’s segments include Commercial & Industrial Group, the Snap-on Tools Group, the Repair Systems & Information Group and Financial Services. Its Commercial & Industrial Group segment consists of business operations serving a range of industrial and commercial customers across the world. Its Snap-on Tools Group segment consists of business operations serving vehicle service and repair technicians. Its Repair Systems & Information Group segment consists of business operations serving other professional vehicle repair customers around the world. Financial Services segment consists of the business operations of Snap-on Credit LLC (SOC), which has the Company’s financial services business in the United States, and Snap-on’s other financial services subsidiaries in those international markets where Snap-on has franchise operations.

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