Item 1.01.
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Entry into a Material Definitive Agreement
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Supplemental Indenture
On May 31, 2018, Mattel, Inc. (the Company or the Issuer) issued $500.0 million aggregate principal amount of its 6.750%
Senior Notes due 2025 (the New Notes). The New Notes were issued pursuant to a supplemental indenture, dated as of May 31, 2018 (the Supplemental Indenture), to the Indenture, dated as of December 20, 2017 (the
Base Indenture and, together with the Supplemental Indenture, the Indenture), among the Issuer, the guarantors named therein and MUFG Union Bank, N.A., as Trustee. The New Notes were offered 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 certain
non-U.S.
persons in transactions outside of the United States
in reliance on Regulation S under the Securities Act.
The New Notes are treated as a single series of debt securities with the Issuers previously
issued $1,000.0 million aggregate principal amount of 6.750% Senior Notes due 2025 (the Existing Notes and, together with the New Notes, the Notes) for all purposes under the Indenture, including, without limitation,
waivers, amendments, redemptions and offers to purchase. The New Notes have terms identical to the Existing Notes, other than issue date and offering price and have the same CUSIP and ISIN numbers as, and trade together with, the Existing Notes,
except that the New Notes sold pursuant to Regulation S have been issued and maintained under a temporary CUSIP number during a
40-day
distribution period commencing on May 31, 2018.
The foregoing summary of the Supplemental Indenture is qualified in its entirety by reference to the actual text of the Supplemental Indenture, a copy of
which is filed herewith as Exhibit 4.1.
The net proceeds from the offering, plus cash on hand, will be used to redeem and retire all of the Issuers
outstanding 2.350% Notes due 2019 and pay related prepayment premiums and transaction fees and expenses.
First Amendment to Syndicated Facility
Agreement
On June 1, 2018, the Company entered into an amendment (the Amendment) to the Syndicated Facility Agreement, dated as
of December 20, 2017 (the Existing Credit Agreement and the Existing Credit Agreement, as amended by the Amendment, the Credit Agreement), among the Company, as a borrower and guarantor thereunder, certain of the
Companys domestic and foreign subsidiaries, as additional borrowers and/or guarantors thereunder, Bank of America, N.A., as global administrative agent, collateral agent and Australian security trustee, and the other lenders and financial
institutions party thereto.
The Amendment amends certain terms of the Existing Credit Agreement, including, but not limited to, the maturity date
thereof. Each of the facilities under the Credit Agreement will now mature, and lending commitments thereunder will now terminate, on June 1, 2021.
The foregoing summary of the Amendment is qualified in its entirety by reference to the actual text of the Amendment, a copy of which is filed herewith as
Exhibit 10.1.