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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
Form 8-K
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| CURRENT REPORT |
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported): | May 15, 2024 |
__________________________________________Cimpress plc
(Exact Name of Registrant as Specified in Its Charter)
__________________________________________
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| Ireland | | 000-51539 | | 98-0417483 |
| (State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| First Floor Building 3, | Finnabair Business and Technology Park A91 XR61 |
| Dundalk, Co. Louth |
| Ireland |
| (Address of Principal Executive Offices) |
Registrant’s telephone number, including area code: +353 42 938 8500
not applicable
(Former Name or Former Address, if Changed Since Last Report)
__________________________________________
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| 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): |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | | Trading Symbol(s) | | Name of Exchange on Which Registered |
| Ordinary Shares, nominal value per share of €0.01 | | CMPR | | NASDAQ | Global Select Market |
Item 1.01. Entry into a Material Definitive Agreement
On May 15, 2024, Cimpress plc (“Cimpress”) entered into Amendment No. 2 among Cimpress and five of its subsidiaries, Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., Vistaprint Netherlands B.V., and Cimpress USA Incorporated, as borrowers (collectively, the “Borrowers”); Cimpress' subsidiaries that guaranty the Borrowers' obligations; the financial institutions listed on the signature pages thereof; and JPMorgan Chase Bank N.A., as administrative agent for the lenders (the “Administrative Agent”) (“Amendment 2”), which amends the senior secured Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, as further amended and restated as of May 17, 2021, and as previously amended among the Borrowers, the lenders named therein as lenders, and the Administrative Agent (the "Credit Agreement"). The Credit Agreement governs the Borrowers' Term Loan B, which consists of a tranche denominated in U.S. dollars ("USD Tranche") and a tranche denominated in Euros ("Euro Tranche").
Pursuant to Amendment 2, the Borrowers refinanced the entire USD Tranche and the majority of the Euro Tranche as follows:
•Amendment 2 reduced the interest rate margin of the USD Tranche by 50 basis points, from SOFR plus 3.50% to SOFR plus 3.00%, and eliminated the credit spread adjustment for the USD Tranche, which was previously 11 basis points for one-month interest periods.
•The existing USD Tranche with an aggregate principal amount equal to $773,137,500 was exchanged for a new USD Tranche with the terms described immediately above.
•Amendment 2 also increased the size of the new USD Tranche by $264,360,625, the proceeds of which the Borrowers used to prepay €245,346,288 of the aggregate principal amount of the Euro Tranche.
After these changes, the Term Loan B consists of a USD Tranche with an aggregate principal amount equal to $1,037,498,125 and a Euro Tranche with an aggregate principal amount equal to €46,403,712. No other material changes were made to the terms of the Term Loan B or the Credit Agreement, including the maturity date for the Term Loan B which remains May 17, 2028.
Cimpress estimates these changes will reduce its annualized cash interest expense by approximately $6 million compared to prior pricing.
The foregoing is not a complete description of Amendment 2 and is qualified by reference to the full text and terms of Amendment 2, which is filed as an exhibit to this report and incorporated herein by reference.
This report contains statements about our future expectations, plans, and prospects of our business that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, including the cash interest expense savings we expect from the repricing. Forward-looking projections and expectations are inherently uncertain, are based on assumptions and judgments by management, and may turn out to be wrong. Our actual results may differ materially from those indicated by the forward-looking statements in this report as a result of various important factors, including but not limited to flaws in the assumptions and judgments upon which our forecasts and estimates are based; our ability to maintain compliance with our debt covenants and pay our debts when due; general economic conditions and changes in interest rates; and other factors described in our Form 10-K for the fiscal year ended June 30, 2023 and the other documents we periodically file with the U.S. SEC.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 of this report is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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| Exhibit | | |
| No. | | Description |
| 10.1 | | Amendment No. 2, dated as of May 15, 2024, among Cimpress plc, Vistaprint Limited, Cimpress Schweiz GmbH, Vistaprint B.V., Vistaprint Netherlands B.V., and Cimpress USA Incorporated, as borrowers (the “Borrowers”); Cimpress' subsidiaries that guaranty the Borrowers' obligations; the financial institutions listed on the signature pages thereof; and JPMorgan Chase Bank N.A., as administrative agent for the lenders (the “Administrative Agent”), to the senior secured Credit Agreement dated as of October 21, 2011, as amended and restated as of February 8, 2013, as further amended and restated as of July 13, 2017, as further amended and restated as of May 17, 2021, and as previously amended among the Borrowers, the lenders named therein, and the Administrative Agent |
| 104 | | Cover Page Interactive Data File, formatted in iXBRL
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SIGNATURE
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.
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| | By: | /s/ Sean E. Quinn |
| | Sean E. Quinn |
| | Executive Vice President and Chief Financial Officer |