Mattel, Inc. Announces Pricing of Private Offering of Senior Notes Due 2027
November 18 2019 - 4:27PM
Business Wire
Mattel, Inc. (NASDAQ: MAT) (“Mattel” or the “Company”) announced
today that it has priced the previously announced offering of
$600,000,000 aggregate principal amount of 5.875% Senior Notes due
2027 (the “Notes”). The closing of the offering is expected to
occur on November 20, 2019, subject to customary closing
conditions. The Notes will be guaranteed on a senior unsecured
basis by all of the Company’s existing and future wholly owned
domestic restricted subsidiaries that are borrowers or guarantors
under its senior secured revolving credit facilities. The Company
intends to use the net proceeds from the sale of the Notes, plus
cash on hand, to redeem and retire all of its 4.350% Senior Notes
due 2020 and 2.350% Senior Notes due 2021 and pay related
prepayment premiums and transaction fees and expenses.
The Notes are being sold in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and to non-U.S. persons
outside the United States under Regulation S under the Securities
Act. The Notes and related guarantees have not been registered
under the Securities Act, and unless so registered, may not be
offered or sold in the United States absent registration or an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Notes, nor shall there be any
sale of the Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
This notice is being issued pursuant to and in accordance with,
Rule 135c under the Securities Act.
Forward-Looking Statements
This press release contains a number of forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. The use of words such as “anticipates,”
“expects,” “intends,” “plans,” “confident that” and “believes,”
among others, generally identify forward-looking statements. These
forward-looking statements are based on currently available
operating, financial, economic and other information, and are
subject to a number of significant risks and uncertainties. A
variety of factors, many of which are beyond Mattel’s control,
could cause actual future results to differ materially from those
projected in the forward-looking statements. Specific factors that
might cause such a difference include, but are not limited to: (i)
Mattel’s ability to design, develop, produce, manufacture, source
and ship products on a timely and cost-effective basis, as well as
interest in and purchase of those products by retail customers and
consumers in quantities and at prices that will be sufficient to
profitably recover Mattel’s costs; (ii) downturns in economic
conditions affecting Mattel’s markets which can negatively impact
retail customers and consumers, and which can result in lower
employment levels, lower consumer disposable income and spending,
including lower spending on purchases of Mattel’s products; (iii)
other factors which can lower discretionary consumer spending, such
as higher costs for fuel and food, drops in the value of homes or
other consumer assets, and high levels of consumer debt; (iv)
potential difficulties or delays Mattel may experience in
implementing cost savings and efficiency enhancing initiatives; (v)
other economic and public health conditions or regulatory changes
in the markets in which Mattel and its customers and suppliers
operate, which could create delays or increase Mattel’s costs, such
as higher commodity prices, labor costs or transportation costs, or
outbreaks of disease; (vi) currency fluctuations, including
movements in foreign exchange rates, which can lower Mattel’s net
revenues and earnings, and significantly impact Mattel’s costs;
(vii) the concentration of Mattel’s customers, potentially
increasing the negative impact to Mattel of difficulties
experienced by any of Mattel’s customers, including the bankruptcy
and liquidation of Toys “R” Us, Inc., or changes in their
purchasing or selling patterns; (viii) the future willingness of
licensors of entertainment properties for which Mattel currently
has licenses or would seek to have licenses in the future to
license those products to Mattel; (ix) the inventory policies of
Mattel’s retail customers, including retailers’ potential decisions
to lower their inventories, even if it results in lost sales, as
well as the concentration of Mattel’s revenues in the second half
of the year, which coupled with reliance by retailers on quick
response inventory management techniques increases the risk of
underproduction of popular items, overproduction of less popular
items and failure to achieve compressed shipping schedules; (x) the
increased costs of developing more sophisticated digital and smart
technology products, and the corresponding supply chain and design
challenges associated with such products; (xi) work disruptions,
which may impact Mattel’s ability to manufacture or deliver product
in a timely and cost-effective manner; (xii) the bankruptcy and
liquidation of Toys “R” Us, Inc. or other of Mattel’s significant
retailers, or the general lack of success of one of Mattel’s
significant retailers which could negatively impact Mattel’s
revenues or bad debt exposure; (xiii) the impact of competition on
revenues, margins and other aspects of Mattel’s business, including
the ability to offer products which consumers choose to buy instead
of competitive products, the ability to secure, maintain and renew
popular licenses and the ability to attract and retain talented
employees; (xiv) the risk of product recalls or product liability
suits and costs associated with product safety regulations; (xv)
changes in laws or regulations in the United States and/or in other
major markets, such as China, in which Mattel operates, including,
without limitation, with respect to taxes, tariffs, trade policies
or product safety, which may increase Mattel’s product costs and
other costs of doing business, and reduce Mattel’s earnings; (xvi)
failure to realize the planned benefits from any investments or
acquisitions made by Mattel; (xvii) the impact of other market
conditions, third party actions or approvals and competition which
could reduce demand for Mattel’s products or delay or increase the
cost of implementation of Mattel’s programs or alter Mattel’s
actions and reduce actual results; (xviii) changes in financing
markets or the inability of Mattel to obtain financing on
attractive terms (xix) the impact of litigation or arbitration
decisions or settlement actions; (xx) the closing of this private
offering of the Notes; (xxi) uncertainty from the expected
discontinuance of LIBOR and transition to any other interest rate
benchmark; (xxii) an inability to remediate the material weakness
in Mattel’s internal control over financial reporting or additional
material weaknesses or other deficiencies in the future or the
failure to maintain an effective system of internal controls; and
(xxiii) other risks and uncertainties as may be described in
Mattel’s periodic filings with the Securities and Exchange
Commission, including the “Risk Factors” section of Mattel’s Annual
Report on Form 10-K/A for the fiscal year ended December 31, 2018,
and Mattel’s Quarterly Reports on Form 10-Q for fiscal year 2019,
as well as in Mattel’s other public statements. Mattel does not
update forward-looking statements and expressly disclaims any
obligation to do so, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20191118005873/en/
News Media Dena Cook
310-252-4247 dena.cook@mattel.com
Securities Analysts David
Zbojniewicz 310-252-2703
david.zbojniewicz@mattel.com
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