BALTIMORE, May 27, 2021 /PRNewswire/ -- Under
Armour, Inc. (NYSE: UA, UAA) today announced that it has
entered into exchange agreements with certain holders (the
"Noteholders") of its 1.50 percent Convertible Senior Notes due
2024 (the "2024 Notes"). The Noteholders have agreed to exchange
$250 million in aggregate
principal amount of Under Armour's outstanding 2024 Notes for
cash and/or shares of Under Armour's Class C common stock, plus
payment for accrued and unpaid interest.
The number of shares of Class C common stock to be issued by
Under Armour to the Noteholders will be determined based upon a
volume-weighted average price per share of Class C common stock
during an averaging period commencing today.
The 2024 Notes to be exchanged represent 50 percent of the
outstanding principal amount, with $250
million in aggregate principal amount remaining outstanding
following the exchange. Under Armour's annual interest
payments will be reduced by approximately $3.75 million.
Concurrently with entering into the aforementioned exchange
agreements, Under Armour entered into, with each of JPMorgan Chase
Bank, National Association, Citibank, N.A. and HSBC Bank
USA, National Association,
termination agreements relating to a portion of the capped call
transactions that were previously entered into by Under Armour in
connection with the issuance of the 2024 Notes. Such termination
agreements relate to a number of options corresponding to the
number of 2024 Notes subject to exchange pursuant to the
aforementioned exchange agreements. Pursuant to such
termination agreements, each of JPMorgan Chase Bank, National
Association, Citibank, N.A., and HSBC Bank USA, National Association will pay Under
Armour a cash settlement amount in respect of the portion capped
call transactions being terminated, which cash settlement amounts
will be determined based upon the volume-weighted average price per
share of Under Armour's Class C common stock during an averaging
period, commencing today.
This press release does not constitute an offer to sell or a
solicitation to buy any of the securities described herein, nor
shall there be any offer, solicitation, or sale of these securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
About Under Armour, Inc.
Under Armour, Inc., headquartered in Baltimore, Maryland, is a leading inventor,
marketer and distributor of branded athletic performance apparel,
footwear and accessories. Designed to empower human performance,
Under Armour's innovative products and experiences are
engineered to make athletes better. For further information, please
visit http://about.underarmour.com.
Forward Looking
Statements
Some of the statements contained in this press release
constitute forward-looking statements. Forward-looking statements
relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts, such
as statements regarding the closing of the exchange agreements and
expected reduction in our total outstanding debt and annual
interest payments. In many cases, you can identify forward-looking
statements by terms such as "may," "will," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts,"
"outlook," "potential" or the negative of these terms or other
comparable terminology. The forward-looking statements contained in
this press release reflect our current views about future events
and are subject to risks, uncertainties, assumptions, and changes
in circumstances that may cause events or our actual activities or
results to differ significantly from those expressed in any
forward-looking statement. Although we believe that the
expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future events, results, actions,
activity levels, performance, or achievements. Readers are
cautioned not to place undue reliance on these forward-looking
statements. We discuss many of these risks in greater detail under
the heading "Risk Factors" in the quarterly and annual reports
filed with the Securities and Exchange Commission (SEC). The
forward-looking statements contained in this press release reflect
our views and assumptions only as of the date of this press
release. We undertake no obligation to update any forward-looking
statement to reflect events or circumstances after the date on
which the statement is made or to reflect the occurrence of
unanticipated events.
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SOURCE Under Armour, Inc.