EL SEGUNDO, Calif.,
Dec. 15, 2017 /PRNewswire/ -- Mattel,
Inc. (NASDAQ: MAT) ("Mattel" or the "Company") announced today that
it has priced the previously announced offering of $1,000,000,000 aggregate principal amount of
6.75% Senior Notes due 2025. The closing of the offering is
expected to occur on December 20,
2017, 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 will be borrowers or guarantors under its new
senior secured revolving credit facilities, which are expected to
close concurrently with or prior to the issuance of the notes. The
Company intends to use the net proceeds from the sale of the notes,
plus cash on hand, to: (i) repay all of its 1.700% Senior Notes due
2018 upon or before maturity, (ii) repay all outstanding borrowings
related to its commercial paper program, (iii) satisfy all
outstanding obligations under and terminate the commitments under
its existing revolving credit facility and (iv) pay related
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," "could," "may," "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 the Mattel's customers, potentially
increasing the negative impact to Mattel of difficulties
experienced by any of Mattel's customers, including the bankruptcy
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 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 in which Mattel
operates, including, without limitation, with respect to taxes,
tariffs 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 notes and / or Mattel's new senior secured
revolving credit facilities; and (xxi) 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 for the
fiscal year ended December 31, 2016,
and Mattel's Quarterly Reports on Form 10-Q for fiscal year 2017,
as well as in Mattel's other public statements. Mattel does not
update forward-looking statements and expressly disclaims any
obligation to do so.
Contacts:
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News
Media
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Securities
Analysts
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Alex Clark
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Whitney
Steininger
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310-252-6397
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310-252-2703
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alex.clark@mattel.com
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whitney.steininger@mattel.com
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SOURCE Mattel, Inc.