Snap-on Incorporated (NYSE:SNA) Files An 8-K Regulation FD DisclosureItem 7.01.
On February20, 2018, Snap-on Incorporated, a Delaware corporation (the “Company”), issued a press release announcing that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its 6.70% Senior Notes due March1, 2019 (the “2019 Notes”). The complete terms and conditions of the Tender Offer are set forth in an offer to purchase and related letter of transmittal and notice of guaranteed delivery (collectively, the “Tender Offer Documents”) that will be sent to registered holders of the 2019 Notes and be posted online at www.gbsc-usa.com/Snap-on/. The Tender Offer will expire at 5:00 p.m., New York City time, on February26, 2018, unless extended or earlier terminated.
The consideration for each $1,000 principal amount of 2019 Notes validly tendered and accepted for purchase to the Tender Offer will be determined in the manner described in the Tender Offer Documents by reference to a specified fixed spread for the 2019 Notes plus the yield based on the bid-side price of a specified U.S. Treasury Reference Security at 2:00 p.m., New York City time, on February26, 2018, unless extended.
Holders will also receive accrued and unpaid interest on 2019 Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the date the Company initially makes payment for such 2019 Notes, which date is anticipated to be February27, 2018 (the “Settlement Date”). Notes tendered by notice of guaranteed delivery and accepted for purchase will be purchased on the third business day after the Expiration Date but payment of accrued interest on such Notes will only be made to, but not including, the Settlement Date.
A copy of the press release announcing the Tender Offer is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
On February20, 2018, the Company commenced an underwritten offering (the “Offering”) of senior notes, under its preliminary prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on February20, 2018, which supplements the base prospectus included in the Company’s shelf registration statement on Form S-3 (No. 333-208480), filed with the SEC on December11, 2015.
The Company intends to use the net proceeds from the Offering to fund the Tender Offer and any applicable redemption of the 2019 Notes that are not tendered in the Tender Offer. The Company intends to use any remaining net proceeds of the Offering to repay a portion of its outstanding commercial paper and for general corporate purposes, which may include working capital, capital expenditures and possible acquisitions.
|Item 7.01.||Financial Statements and Exhibits.|
The following exhibit is being furnished herewith:
SNAP-ON Inc ExhibitEX-99.1 2 d540745dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Release: IMMEDIATE SNAP-ON ANNOUNCES TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 6.70% SENIOR NOTES DUE MARCH 1,…To view the full exhibit click
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.