Snap-on Incorporated (NYSE:SNA) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On February15, 2017, Snap-on Incorporated (the
Company) entered into an Underwriting Agreement (the
Underwriting Agreement) with Citigroup Global Markets Inc.
and J.P. Morgan Securities LLC, 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, $300,000,000 aggregate principal
amount of the Companys 3.250% Notes due 2027 (the
Notes).
The offering of
the Notes closed on February21, 2017.
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, 2017, 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, 2027 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 Companys 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 December1, 2026, 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 December1, 2026, 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.
The Company
anticipates using the net proceeds from the sale of the Notes to
repay a portion of its 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.
| Item2.03. |
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
2.03.
| Item9.01. | Financial Statements and Exhibits. |
The following exhibits are
being filed herewith:
| 1.1 |
Underwriting Agreement, dated as of February15, 2017, among Snap-on Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. |
|
| 4.1 |
Indenture, dated as of January8, 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 February21, 2017, establishing the terms of the $300,000,000 3.250% Notes due 2027. |
|
| 5.1 | Opinion of Foley Lardner LLP, counsel to the Company. | |
| 23.1 |
Consent of Foley Lardner LLP (contained in Exhibit 5.1 hereto). |
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. Snap-on Incorporated (NYSE:SNA) Recent Trading Information
Snap-on Incorporated (NYSE:SNA) closed its last trading session down -0.69 at 171.88 with 480,907 shares trading hands.