Current Report Filing (8-k)
October 25 2021 - 4:11PM
Edgar (US Regulatory)
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2021-10-21
2021-10-21
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): October 25, 2021 (October 21, 2021)
WOLVERINE WORLD WIDE, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-06024
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38-1185150
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(State or other jurisdiction
of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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9341 Courtland Drive N.E., Rockford, Michigan
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49351
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone
number, including area code: (616) 866-5500
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
symbol
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Name
of each exchange on which registered
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Common
Stock, $1 Par Value
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WWW
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New
York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01
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Entry into a Material Definitive Agreement.
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On October 21, 2021, Wolverine World Wide, Inc. (the “Company”)
entered into a 2021 Replacement Facility Amendment and Reaffirmation Agreement (the “Amendment”) to its Credit Agreement,
dated as of July 31, 2012 (as previously amended and restated as of October 10, 2013, as further amended and restated on July 13, 2015,
as further amended as of September 15, 2016, as further amended and restated as of December 6, 2018, as further amended as of May 5, 2020,
the “Credit Agreement”), among the Company, the Additional Borrowers party thereto,
the Guarantors party thereto, JP Morgan Chase Bank, N.A., as administrative agent and as a lender, and the other lenders party
thereto.
The Amendment amended and restated the Credit Agreement to, among other
things: (i) provide for a term loan A facility (the “Term Facility”) in an aggregate principal amount of $200 million, which
will replace the existing term loan facility under the Credit Agreement; (ii) provide for an increased revolving credit facility (the
“Revolving Facility” and, together with the Term Facility, the “Senior Credit Facilities”) with total commitments
of $1 billion, an increase of $200 million from the existing $800 million revolving credit facility; and (iii) set the LIBOR floor to
0%.
There was $310.0 million in principal amount of loans outstanding under
the Revolving Facility at closing and approximately $5.9 million of existing letters of credit remained issued under the Revolving Facility
at closing.
Loans under the Senior Credit Facilities bear interest at a variable
rate equal to either (i) the applicable base rate or (ii) LIBOR, plus in each case an interest margin determined by the Company’s
net total leverage ratio, with a range of base rate margins from 0.125% to 1.000%, and a range of LIBOR margins from 1.125% to 2.000%.
Commitment fees for unused Revolving Facility capacity are at a rate (also based on net total leverage) ranging from 0.150% to 0.300%.
The maturity date of the loans under the Senior Credit Facilities was
extended to October 21, 2026.
Certain other changes were made to the terms of the Senior Credit Facilities,
including changes providing greater flexibility to the Company with respect to certain covenants.
The foregoing summary is qualified in its entirety by reference to
the complete text of the Amendment, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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The disclosure set forth in Item 1.01 of this Current Report is incorporated
by reference into this Item 2.03.
Item 9.01
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Financial Statements and Exhibits.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: October 25, 2021
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WOLVERINE WORLD WIDE, INC.
(Registrant)
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/s/ Michael D. Stornant
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Michael D. Stornant
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Senior Vice President, Chief Financial Officer and Treasurer
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