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Item 1.01
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Entry into a Material Definitive Agreement
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On August 26, 2021, Wolverine World Wide, Inc.
(the “Company”), certain domestic subsidiaries of the Company named therein (the “Guarantors”) and The Huntington
National Bank, as trustee, entered into the Senior Notes Indenture dated as of August 26, 2021 (the “Indenture”), pursuant
to which the Company issued $550 million aggregate principal amount of 4.000% Senior Notes due 2029 (the “Notes,” and the
offering thereof, the “144A Offering”).
The Notes will bear interest at the rate of 4.000%
per year. Interest on the Notes is payable on February 15 and August 15 of each year, beginning on February 15, 2022. The
Notes will mature on August 15, 2029.
At any time prior to August 15, 2024, the
Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the aggregate principal amount of the Notes,
plus a “make-whole” premium as set forth in the Indenture, plus accrued and unpaid interest. In addition, before August 15,
2024, the Company may redeem up to 40% of the Notes at a redemption price equal to 104.000% of their principal amount, plus accrued and
unpaid interest, using the proceeds of certain equity offerings. Further, on and after August 15, 2024, the Company may redeem the
Notes, in whole or in part, at a redemption price equal to (i) 102.000% of the principal amount, if redeemed during the twelve-month
period beginning on August 15, 2024, (ii) 101.000% of the principal amount, if redeemed during the twelve-month period beginning
on August 15, 2025, and (iii) 100.000% of the principal amount, if redeemed during the twelve-month period beginning on August 15,
2026 and thereafter, in each case plus accrued and unpaid interest.
The Indenture requires that, upon the occurrence
of a Change of Control (as defined in the Indenture), unless the Company has exercised its right to redeem all of the Notes pursuant to
the Indenture, the Company shall offer to purchase all of the Notes at a purchase price in cash equal to 101% of the outstanding principal
amount of such Notes, plus accrued and unpaid interest. If the Company or its restricted subsidiaries dispose of assets, under certain
circumstances, the Company will be required to use the net proceeds from such disposals to make an offer to purchase Notes at an offer
price in cash in an amount equal to 100% of the outstanding principal amount of such Notes, plus accrued and unpaid interest.
The Company used the net proceeds from
the 144A Offering, together with borrowings under its amended senior credit facility, to redeem all of its outstanding 5.000% Senior Notes
due 2026 and 6.375% Senior Notes due 2025 and pay all related fees and expenses.
The Indenture contains customary covenants that,
among other things, restrict the ability of the Company and its restricted subsidiaries to incur additional indebtedness and guarantee
indebtedness; prepay, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make loans and investments;
sell or otherwise dispose of assets; consolidate, merge or sell substantially all of the Company’s assets; incur liens; pay dividends
or make other distributions in respect of, or repurchase or redeem, the Company’s capital stock; enter into transactions with affiliates;
and enter into agreements restricting the ability of the Company’s restricted subsidiaries to pay dividends and make other distributions.
Certain of the covenants will be suspended upon the Notes achieving an investment grade rating from specified rating agencies (provided
such covenants will be reinstated if the Notes are subsequently downgraded from an investment grade rating). The terms of the Indenture
include customary events of default, including, but not limited to, failure to make payment, failure to comply with the obligations set
forth in the Indenture, certain defaults on certain other indebtedness, and invalidity of the guarantees under the notes issued pursuant
to the Indenture.
The Notes are guaranteed on a senior unsecured
basis, by each of the Company’s existing and future domestic subsidiaries that is a borrower under or that guarantees obligations
under the Company’s existing senior credit facility, or that guarantees the Company’s other indebtedness or indebtedness of
any Guarantor, which indebtedness in either case is in an aggregate principal amount of $75.0 million or greater. The Notes and the related
guarantees are the Company’s and the Guarantors’ senior unsecured obligations, and will rank senior in right of payment to
all of the Company’s and the Guarantors’ existing and future subordinated indebtedness; rank equally in right of payment with
all of the Company’s and the Guarantors’ existing and future senior indebtedness; be effectively subordinated to any of the
Company’s and the Guarantors’ existing and future secured debt, including indebtedness under the Company’s existing
senior credit facility, to the extent of the value of the assets securing such debt; and be structurally subordinated to all of the existing
and future liabilities (including debt and trade payables) of each of the Company’s subsidiaries that do not guarantee the Notes.
The Notes are not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the Notes are subject
to restrictions on transferability and resale.
The foregoing description of the Indenture does
not purport to be complete and is qualified in its entirety by reference to the Indenture, which is filed as Exhibit 4.1 to this
Current Report and incorporated by reference herein.