-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FKI7f9jdDACls0u7FYFUBolrfpHmKaKYMqrJSlJ3YyvsQpp6oE6uMH8MeSci/ZXy QVeX4aBqHnjcSYTGDsDzVA== 0000950123-10-109007.txt : 20101129 0000950123-10-109007.hdr.sgml : 20101129 20101129060440 ACCESSION NUMBER: 0000950123-10-109007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20101129 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101129 DATE AS OF CHANGE: 20101129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUIKSILVER INC CENTRAL INDEX KEY: 0000805305 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 330199426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14229 FILM NUMBER: 101217294 BUSINESS ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 BUSINESS PHONE: 714-889-2200 MAIL ADDRESS: STREET 1: 15202 GRAHAM STREET CITY: HUNTINGTON BEACH STATE: CA ZIP: 92649 8-K 1 a57969e8vk.htm FORM 8-K e8vk
 
 
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):
November 29, 2010
Quiksilver, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   001-14229   33-0199426
(State or other jurisdiction of   (Commission File Number)   (IRS Employer Identification
incorporation)       Number)
     
15202 Graham Street, Huntington Beach, CA   92649
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (714) 889-2200
 
(Former name or former address, if changed since last report)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 

Item 1.01. Entry into a Material Definitive Agreement.
     On November 29, 2010, Quiksilver, Inc., as a guarantor, Quiksilver Americas, Inc., as lead borrower, and certain other U.S. and Canadian subsidiaries of Quiksilver, Inc., as borrowers (collectively, the “Borrower”) or guarantors, entered into the Second Amendment to Credit Agreement (the “Second Amendment”) by and among the Borrower, the guarantors party thereto, Bank of America, N.A. (“Bank of America”), as administrative agent and co-collateral agent, General Electric Capital Corporation (“GECC”), as co-collateral agent, and the lenders party thereto. The Second Amendment amends the credit agreement, dated as of July 31, 2009 (as previously amended by the First Amendment to Credit Agreement, dated as of August 27, 2010, the “Revolving Facility”), by and among Quiksilver Inc., as a guarantor, the Borrower, Bank of America, as administrative agent and co-collateral agent, GECC, as co-collateral agent, and the guarantors and lenders party thereto.
     The Second Amendment, the form of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference, amends certain provisions of the Revolving Facility to, among other things, permit guarantees by Quiksilver, Inc. and certain of its subsidiaries of the obligations in respect of the Senior Notes due 2017 proposed to be issued by Boardriders S.A., a wholly-owned European subsidiary of Quiksilver, Inc. (“Boardriders”).
     The foregoing description of the Second Amendment is not complete and is qualified in its entirety by reference to the Second Amendment, the form of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
     On November 29, 2010, Quiksilver, Inc., as a guarantor, Quiksilver Americas, Inc., as borrower, and certain other U.S. subsidiaries of Quiksilver, Inc., as guarantors, entered into the First Amendment to Term Loan Agreement (the “First Amendment”) by and among Quiksilver Americas, Inc., the guarantors party thereto, Bank of America, as administrative agent and co-collateral agent, and the lenders party thereto. The First Amendment amends the term loan agreement, dated as of October 27, 2010 (the “Term Loan Facility”), by and among Quiksilver, Inc., as a guarantor, Quiksilver Americas, Inc., as borrower, Bank of America, as administrative agent and co-collateral agent, and lenders party thereto.
     The First Amendment, the form of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference, amends certain provisions of the Term Loan Facility to, among other things, permit guarantees by Quiksilver, Inc. and certain of its subsidiaries of the obligations in respect of the Senior Notes due 2017 proposed to be issued by Boardriders.
     The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the First Amendment, the form of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
Item 2.02. Results of Operations and Financial Conditions.
     This Current Report furnishes the press release issued by Quiksilver, Inc. on November 29, 2010 to announce its preliminary estimated results for the fourth quarter of fiscal 2010 and the full fiscal year ended October 31, 2010, and its preliminary outlook for fiscal 2011. The press release is attached as Exhibit 99.1.
     The information in this Item 2.02 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
     Quiksilver, Inc. also issued a press release on November 29, 2010 to announce the proposed private offering of up to €200 million aggregate principal amount of Senior Notes due 2017 of Boardriders. The press release is attached as Exhibit 99.2 and is herein incorporated by reference.

 


 

Item 9.01. Financial Statements and Exhibits.
  (d)   Exhibits:
     
Exhibit No.   Exhibit Title or Description
10.1
  Form of Second Amendment to Credit Agreement
 
   
10.2
  Form of First Amendment to Term Loan Agreement
 
   
99.1
  Press Release dated November 29, 2010, issued by Quiksilver, Inc., regarding preliminary estimated results and preliminary outlook
 
   
99.2
  Press Release dated November 29, 3010, issued by Quiksilver, Inc., regarding the proposed private offering of Senior Notes due 2017 of Boardriders S.A.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be singed on its behalf by the undersigned hereunto duly authorized.
         
Date: November 29, 2010  Quicksilver, Inc.
(Registrant)
 
 
  By:   /s/ Joseph Scirocco   
    Joseph Scirocco   
    Chief Financial Officer and Chief Operating Officer   
 


 

Index to Exhibits
     
Exhibit No.   Exhibit Title or Description
10.1
  Form of Second Amendment to Credit Agreement
 
   
10.2
  Form of First Amendment to Term Loan Agreement
 
   
99.1
  Press Release dated November 29, 2010, issued by Quiksilver, Inc., regarding preliminary estimated results and preliminary outlook
 
   
99.2
  Press Release dated November 29, 3010, issued by Quiksilver, Inc., regarding the proposed private offering of Senior Notes due 2017 of Boardriders S.A.

EX-10.1 2 a57969exv10w1.htm EXHIBIT 10.1 exv10w1
Exhibit 10.1
SECOND AMENDMENT TO CREDIT AGREEMENT
     This Second Amendment to Credit Agreement (this “Second Amendment”) dated as of November 29, 2010 is entered into among:
     QUIKSILVER AMERICAS, INC., a California corporation (the “Lead Borrower”);
     QUIKSILVER CANADA CORP., a Nova Scotia unlimited liability company (the “Canadian Borrower”),
     the Persons named on Schedule 1.01 hereto (collectively, with the Lead Borrower, the “Domestic Borrowers”);
     QUIKSILVER, INC., a Delaware corporation (the “Parent”);
     the Persons named on Schedule 1.02 hereto (collectively, the “Guarantors”);
     the Lenders party hereto;
     BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer;
     BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent, Swing Line Lender and L/C Issuer; and
     BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Collateral Agents;
    in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
WITNESSETH:
     Reference is made to that certain Credit Agreement dated as of July 31, 2009, as amended by a First Amendment to Credit Agreement dated as of August 27, 2010 (as further amended, modified, supplemented or restated and in effect from time to time, the “Credit Agreement”) by and among (i) Quiksilver Americas, Inc., as the Lead Borrower for itself and the other Borrowers party thereto, (ii) such other Borrowers, (iii) Quiksilver Canada Corp., as the Canadian Borrower, (iv) the Guarantors party thereto, (v) the Administrative Agent, (vi) the Co-Collateral Agents and (vii) the Lenders party thereto.
     The Borrowers have requested that certain modifications be made to the Credit Agreement with respect to the refinancing of certain Permitted Indebtedness. The Lenders have agreed to such modifications on the terms set forth herein.
     NOW, THEREFORE, in consideration of the mutual agreements herein contained and benefits to be derived herefrom, the parties hereto agree as follows:
1.   Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
2.   Amendments to Article I. The provisions of Article I of the Credit Agreement are hereby amended as follows:

1


 

  a.   Clause (k) of the definition of the definition of “Permitted Indebtedness” is hereby deleted in its entirety and the following substituted in its stead:
     (k) (i) Guarantees by the Parent in connection with the French Credit Agreement so long as the aggregate principal amount of the obligations Guaranteed does not exceed €268,000,000 and (ii) in connection with the refinancing of the Guarantees described in the foregoing clause (i) of this clause (k) and clause (n) of the definition of “Permitted Indebtedness” and Indebtedness relating thereto, Guarantees of obligations with respect to senior unsecured notes issued by a Foreign Subsidiary in an aggregate principal amount not to exceed €200,000,000 and any Permitted Amendment/Refinancing of such obligations.
  b.   Clause (m) of the definition of “Permitted Indebtedness” is hereby deleted in its entirety.
3.   Amendments to Article VII.
  a.   Section 7.09 of the Credit Agreement is hereby amended by deleting the “.” at the end of such Section and inserting the following in its stead:
 
      or (k) transactions pursuant to clause (k) of the definition of “Permitted Indebtedness”.
 
  b.   The following text contained in the second through fourth line of Section 7.10 of the Credit Agreement:
    (other than (x) this Agreement or any other Loan Document or (y) the Term Loan Credit Agreements or any document relating thereto or (z) the Senior Note Indenture or any Permitted Amendment/Refinancing of any of the foregoing)
 
    is hereby deleted in its entirety and the following substituted in its stead:
 
    (other than (w) this Agreement or any other Loan Document or (x) the Term Loan Credit Agreements or any document relating thereto or (y) the Senior Note Indenture or (z) any documentation relating to any senior unsecured notes described in clause (k)(ii) of the definition of “Permitted Indebtedness” or any Permitted Amendment/Refinancing of any of the foregoing)
4.   Conditions to Effectiveness. This Second Amendment shall become effective upon satisfaction of each of the following conditions precedent:
  a.   This Second Amendment shall have been duly executed and delivered by the Loan Parties, the Agents and all of the Lenders, and the Administrative Agent shall have received a fully executed copy hereof.
 
  b.   The Administrative Agent shall have received evidence reasonably requested by it prior to the date hereof that all requisite corporate and other action necessary for the valid execution, delivery and performance by the Loan Parties of this Second Amendment has been taken.
5.   Confirmation of Representations and Warranties. Each Loan Party hereby represents and warrants to the Agents and the Lenders that (a) the representations and warranties of such Loan Party contained in Article III of the Credit Agreement, and in each other Loan Document (after giving effect to the amendments set forth herein) to which it is a party are true and correct in all

2


 

    material respects on and as of such date as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in all material respects on and as of such date); (b) no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this Second Amendment; and (c) no event has occurred after July 31, 2010 that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, or assets of the Borrower and Guarantors, taken as a whole.
6.   Miscellaneous.
  a.   All terms and conditions of the Credit Agreement and the other Loan Documents, as amended hereby, remain in full force and effect.
 
  b.   The Borrowers shall pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agents incurred in connection with the preparation, negotiation, execution and delivery of this Second Amendment, including, without limitation, reasonable and documented fees of their counsel.
 
  c.   This Second Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered, shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page hereto by telecopy or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) shall be as effective as delivery of a manually executed counterpart hereof.
 
  d.   This Second Amendment expresses the entire understanding of the parties with respect to the matters set forth herein and supersedes all prior discussions or negotiations hereon.
 
  e.   Any determination that any provision of this Second Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this Second Amendment.
 
  f.   THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIATIONS LAW).
[SIGNATURE PAGES FOLLOW]

3


 

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as the date first above written.
         
  QUIKSILVER AMERICAS, INC.,
as the Lead Borrower
 
 
  By:      
    Name:      
    Title:      
 
  DC SHOES, INC.,
as a Domestic Borrower
 
 
  By:      
    Name:      
    Title:      
 
  HAWK DESIGNS, INC.,
as a Domestic Borrower
 
 
  By:      
    Name:      
    Title:      
 
  MERVIN MANUFACTURING, INC.,
as a Domestic Borrower
 
 
  By:      
    Name:      
    Title:      
 
  QS WHOLESALE, INC.,
as a Domestic Borrower
 
 
  By:      
    Name:      
    Title:      
 

 


 

         
  QS RETAIL, INC.,
as a Domestic Borrower
 
 
  By:      
    Name:      
    Title:      
 
  QUIKSILVER, INC.,
as a Guarantor
 
 
  By:      
    Name:      
    Title:      

 


 

         
         
  QUIKSILVER CANADA CORP.,
as the Canadian Borrower
 
 
  By:      
    Name:      
    Title:      
 
  QS RETAIL CANADA CORP.,
as a Guarantor
 
 
  By:      
    Name:      
    Title:      

 


 

         
         
  BANK OF AMERICA, N.A., as Administrative Agent and as a Co-Collateral Agent
 
 
  By:      
    Name:      
    Title:      
 
  BANK OF AMERICA, N.A. (acting through its Canada branch), as Canadian Agent
 
 
  By:      
    Name:      
    Title:      

 


 

         
         
  BANK OF AMERICA, N.A., as a Domestic Lender, L/C Issuer and Swing Line Lender
 
 
  By:      
    Name:      
    Title:      
 
  BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender, L/C Issuer and Swing Line Lender
 
 
  By:      
    Name:      
    Title:      

 


 

         
         
  GENERAL ELECTRIC CAPITAL CORPORATION,
as Co-Collateral Agent
 
 
  By:      
    Name:      
    Title:      
 
  GENERAL ELECTRIC CAPITAL CORPORATION, as a Domestic Lender
 
 
  By:      
    Name:      
    Title:      

 


 

         
         
  GENERAL ELECTRIC CAPITAL CORPORATION, as a Canadian Lender
 
 
  By:      
    Name:      
    Title:      
 

 


 

Schedule 1.01
DOMESTIC BORROWERS
1.   Quiksilver Americas, Inc.
2.   DC Shoes, Inc.
3.   Hawk Designs, Inc.
4.   Mervin Manufacturing, Inc.
5.   QS Wholesale, Inc.
6.   QS Retail, Inc.

 


 

Schedule 1.02
GUARANTORS OF OBLIGATIONS
1.   Quiksilver, Inc.
GUARANTORS OF CANADIAN LIABILITIES
2.   QS Retail Canada Corp.

 

EX-10.2 3 a57969exv10w2.htm EXHIBIT 10.2 exv10w2
Exhibit 10.2
FIRST AMENDMENT TO TERM LOAN AGREEMENT
     This First Amendment to Term Loan Agreement (this “First Amendment”) dated as of November 29, 2010 is entered into among:
     QUIKSILVER AMERICAS, INC., a California corporation (the “Borrower”);
     QUIKSILVER, INC., a Delaware corporation (the “Parent”);
     the Lenders party hereto; and
     BANK OF AMERICA, N.A., as Administrative Agent, and Collateral Agent;
     in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
WITNESSETH:
     Reference is made to that certain Term Loan Agreement dated as of October 27, 2010 (as in effect, the “Term Loan Agreement”) by and among (i) Quiksilver Americas, Inc., as the Borrower, (ii) Quiksilver Inc., (iii) the Administrative Agent and the Collateral Agent and (iv) the Lenders party thereto.
     The Borrower has requested that certain modifications be made to the Term Loan Agreement with respect to the refinancing of certain Permitted Indebtedness. The Lenders have agreed to such modifications on the terms set forth herein.
     NOW, THEREFORE, in consideration of the mutual agreements herein contained and benefits to be derived herefrom, the parties hereto agree as follows:
1.   Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Term Loan Agreement.
2.   Amendments to Article I. The provisions of Article I of the Term Loan Agreement are hereby amended as follows:
  a.   The definition of “Americas Leverage Ratio” is hereby amended by adding the following at the end of clause (a) thereof:
      provided that for purposes of calculating Americas Leverage Ratio only, the Indebtedness described in clause (d) of the definition of “Permitted Indebtedness” shall not be included unless and until demand is made on such Guarantee;
  b.   The definition of the definition of “Permitted Indebtedness” is hereby amended by deleting the “and” at the end of clause (c), re-lettering clause (d) as clause (e) and inserting the following new clause:
     (d) Guarantees of obligations with respect to senior unsecured notes issued by a Foreign Subsidiary in an aggregate principal amount not to exceed €200,000,000.
3.   Amendments to Article II.
 
    The final sentence of Section 2.04(b) of the Term Loan Agreement is hereby deleted in its entirety and the following substituted in its stead:

1


 

    Notwithstanding the foregoing, in the case of a Disposition of the DC Shoes Business, an amount equal to the Net Proceeds of such Disposition may be utilized first, to prepay loans and/or cash collateralize other obligations under the ABL Credit Agreement; second, to prepay the loans then outstanding under Facility A (as defined under the French Credit Agreement) but only until any Indebtedness described in clause (d) of the definition of “Permitted Indebtedness is incurred (it being the intention of the parties that this clause second not apply to any Indebtedness amending, amending and restating, replacing or substituting such Facility A); and third, to prepay the Loans
4.   Amendments to Article VI.
 
    The provisions of Section 6.01(d) of the Term Loan Agreement are hereby amended by adding the words “or the Indebtedness described in clause (d) of the definition of “Permitted Indebtedness,” after the words “the French Credit Agreement.”
 
5.   Amendments to Article VII.
  a.   Section 7.09 of the Term Loan Agreement is hereby amended by deleting the “.” at the end of such Section and inserting the following in its stead:
 
      or (j) Indebtedness incurred pursuant to clause (d) of the definition of “Permitted Indebtedness”.
 
  b.   The provisions of clause (F) in the proviso to Section 7.10 of the Term Loan Agreement are hereby amended by adding the words “or the documentation governing the Indebtedness described in clause (d) of the definition of “Permitted Indebtedness” at the end of such clause.
6.   Amendments to Article VIII.
 
    The provisions of Section 8.01(e) of the Term Loan Agreement are hereby amended as follows:
  a.   by deleting “(excluding Indebtedness under the French Credit Agreement)” wherever the same appears in clause (i)(B) thereof; and
 
  b.   by deleting clause (i)(C) thereof in its entirety.
7.   Conditions to Effectiveness. This First Amendment shall become effective upon the due execution and delivery by the Loan Parties, the Agents and the Required Lenders, and the receipt by the Administrative Agent of a fully executed copy hereof.
8.   Confirmation of Representations and Warranties. Each Loan Party hereby represents and warrants to the Agents and the Lenders that (a) the representations and warranties of such Loan Party contained in Article III of the Term Loan Agreement, and in each other Loan Document (after giving effect to the amendments set forth herein) to which it is a party are true and correct in all material respects on and as of such date as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and correct in all material respects on and as of such date); (b) no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this First Amendment; and (c) no event has occurred after July 31, 2010, that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), operations, or assets of the Borrower and Guarantors, taken as a whole.

2


 

9.   Miscellaneous.
  a.   All terms and conditions of the Term Loan Agreement and the other Loan Documents, as amended hereby, remain in full force and effect.
 
  b.   The Borrowers shall pay on demand all reasonable and documented out-of-pocket costs and expenses of the Agents incurred in connection with the preparation, negotiation, execution and delivery of this First Amendment, including, without limitation, reasonable and documented fees of their counsel.
 
  c.   This First Amendment may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered, shall be an original, and all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page hereto by telecopy or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) shall be as effective as delivery of a manually executed counterpart hereof.
 
  d.   This First Amendment expresses the entire understanding of the parties with respect to the matters set forth herein and supersedes all prior discussions or negotiations hereon.
 
  e.   Any determination that any provision of this First Amendment or any application hereof is invalid, illegal or unenforceable in any respect and in any instance shall not affect the validity, legality, or enforceability of such provision in any other instance, or the validity, legality or enforceability of any other provisions of this First Amendment.
 
  f.   THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIATIONS LAW).
[SIGNATURE PAGES FOLLOW]

3


 

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed as the date first above written.
         
  QUIKSILVER AMERICAS, INC.,
as Borrower
 
 
  By:      
    Name:      
    Title:      
 
  QUIKSILVER, INC.,
as a Guarantor
 
 
  By:      
    Name:      
    Title:      
 
  DC SHOES, INC.,
as a Guarantor
 
 
  By:      
    Name:      
    Title:      
 
  HAWK DESIGNS, INC.,
as a Guarantor
 
 
  By:      
    Name:      
    Title:      
 
  MERVIN MANUFACTURING, INC.,
as a Guarantor
 
 
  By:      
    Name:      
    Title:      

 


 

         
         
  QS WHOLESALE, INC.,
as a Guarantor
 
 
  By:      
    Name:      
    Title:      
 
  QS RETAIL, INC.,
as a Guarantor
 
 
  By:      
    Name:      
    Title:      

 


 

         
         
  BANK OF AMERICA, N.A.,
as Administrative Agent and as a Collateral Agent and as a Lender
 
 
  By:      
    Name:      
    Title:      
 

 

EX-99.1 4 a57969exv99w1.htm EXHIBIT 99.1 exv99w1
Exhibit 99.1
(QUIKSILVER LOGO)
         
 
  Company Contact:   Bruce Thomas
 
      Vice President, Investor Relations
 
      Quiksilver, Inc.
 
      +1 (714) 889-2200
Quiksilver, Inc. Announces Preliminary Estimated Results for Q4 and Full-
Year Fiscal 2010 and Preliminary Outlook for Fiscal 2011
  Q4 Net Revenues expected to be higher than company’s outlook provided in September
 
  Pro-forma Adjusted EBITDA for fiscal 2010 expected to be up at least 30% from fiscal 2009
 
  Fiscal 2011 pro-forma Adjusted EBITDA expected to be approximately in line with that of fiscal 2010
Huntington Beach, California, November 29, 2010—Quiksilver, Inc. (NYSE:ZQK) today announced preliminary estimated financial results for the fourth quarter of fiscal 2010 and the full fiscal year ended October 31, 2010. Based on preliminary data, the company estimates that fourth quarter fiscal 2010 net revenues were between $492 million and $497 million, compared to net revenues of $538.7 million for the fourth quarter ended October 31, 2009, and that fourth quarter fiscal 2010 pro-forma Adjusted EBITDA was between 10% and 20% higher than pro-forma Adjusted EBITDA of $49.9 million for the fourth quarter ended October 31, 2009. Loss from continuing operations for the fourth quarter ended October 31, 2009 was $15.7 million. A reconciliation of GAAP results to pro-forma Adjusted EBITDA is provided in the accompanying table.
Also based on preliminary data, the company estimates that full-year net revenues for fiscal 2010 were between $1,835 million and $1,840 million, compared to net revenues of $1,977.5 million for fiscal 2009, and that full-year pro-forma Adjusted EBITDA for fiscal 2010 was up at least 30% from pro-forma Adjusted EBITDA of $160.3 million for fiscal 2009. Loss from continuing operations for fiscal 2009 was $73.2 million. A reconciliation of GAAP results to pro-forma Adjusted EBITDA is provided in the accompanying table.
These preliminary estimated results are higher than the most recent outlook provided in September, at which time the company had expected fourth quarter revenues to be down in the mid-teens on a percentage basis compared to the same quarter a year ago and anticipated that full-year fiscal 2010 pro-forma Adjusted EBITDA would be up approximately 25% when compared to fiscal 2009. However, at this time the company is maintaining its outlook for fourth quarter earnings per share on a diluted basis in the mid-single-digit cents range, pending determination of final results.
Because financial statements for the fourth quarter and full fiscal year 2010 are not yet available, these fourth quarter and full fiscal year estimates are preliminary, unaudited, subject to completion, reflective of the company’s current best estimates and may be revised as a result of management’s further review of results, including determination of the Company’s income from continuing operations for the periods presented above. During the course of the preparation of consolidated annual financial statements and related notes, the company may identify items that would require material adjustments to the preliminary financial information presented above.
With respect to fiscal 2011, the company currently expects that pro-forma Adjusted EBITDA for the full fiscal year will be approximately in line with that of fiscal 2010. However, pro-forma Adjusted EBITDA in the first quarter of fiscal 2011 is expected to be approximately $5 million to $10 million lower than in the first quarter of fiscal 2010. This anticipated near-term period-over-period decline in pro-forma Adjusted EBITDA is due primarily to increased spending in brand development, including the

 


 

(QUIKSILVER LOGO)
Quiksilver, Inc. Announces Preliminary Estimated Results for Fiscal Q4 2010 and Full Fiscal Year 2010 and Preliminary Outlook for Fiscal 2011
November 29, 2010
Page 2 of 3
new Quiksilver Girls collection and higher overall marketing spend, as well as the effects of selling a few minor brands last year and the effects of foreign currency translation. The company expects capital expenditures during fiscal 2011 could be approximately $15 million to $20 million higher than that of fiscal 2010, the difference driven principally by the company’s investments in retail stores and its initial investment in a global Enterprise Resource Planning system. These trends are based only on estimates of what management currently believes is accurate and realizable. Actual results will vary and the variations may be material. In addition, visibility into fiscal 2011 revenues and earnings remains limited due to global economic conditions.
The company plans to issue a press release disclosing fiscal 2010 fourth quarter financial results soon after the close of market on Thursday, December 16, 2010, and will conduct a conference call to review its results on that same day. Details concerning the earnings conference call will be forthcoming.
About Quiksilver:
Quiksilver, Inc. (NYSE:ZQK) is the world’s leading outdoor sports lifestyle company, which designs, produces and distributes a diversified mix of branded apparel, footwear, accessories, snowboards and related products. The Company’s apparel and footwear brands represent a casual lifestyle for young-minded people that connect with its boardriding culture and heritage.
The reputation of Quiksilver’s brands is based on outdoor action sports. The Company’s Quiksilver, Roxy, DC, Lib Tech and Hawk brands are synonymous with the heritage and culture of surfing, skateboarding and snowboarding.
The Company’s products are sold in over 90 countries in a wide range of distribution, including surf shops, skate shops, snow shops, its proprietary Boardriders Club shops and other company-owned retail stores, other specialty stores and select department stores. Quiksilver’s corporate and Americas’ headquarters are in Huntington Beach, California, while its European headquarters are in St. Jean de Luz, France, and its Asia/Pacific headquarters are in Torquay, Australia.
Forward looking statements:
This press release contains forward-looking statements including but not limited to statements regarding the company’s revenue guidance, pro-forma Adjusted EBITDA guidance, earnings per share guidance, proposed capital and other expenditures and other future activities. These forward-looking statements are subject to risks and uncertainties, and actual results may differ materially. Please refer to Quiksilver’s SEC filings for more information on the risk factors that could cause actual results to differ materially from expectations, specifically the sections titled “Risk Factors” and “Forward-Looking Statements” in Quiksilver’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
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     NOTE: For further information about Quiksilver, Inc., you are invited to take a look at our world at www.quiksilver.com, www.roxy.com, www.dcshoes.com, www.lib-tech.com and www.hawkclothing.com.

 


 

(QUIKSILVER LOGO)
Quiksilver, Inc. Announces Preliminary Estimated Results for Fiscal Q4 2010 and Full Fiscal Year 2010 and Preliminary Outlook for Fiscal 2011
November 29, 2010
Page 3 of 3
PRO FORMA ADJUSTED EBITDA RECONCILIATION
                 
    Three Months        
    Ended     Fiscal Year Ended  
    October 31, 2009     October 31, 2009  
Amounts in thousands:
               
Loss from continuing operations
  $ (15,711 )   $ (73,215 )
Income taxes
    6,162       66,667  
Interest
    20,871       63,924  
Depreciation and amortization
    14,616       55,004  
Non-cash stock-based compensation expense
    996       8,415  
Non-cash asset impairments
    10,737       10,737  
 
           
Adjusted EBITDA
  $ 37,671     $ 131,532  
Restructuring charges
    12,254       28,775  
 
           
Pro-forma Adjusted EBITDA
  $ 49,925     $ 160,307  
 
           
Definition of Adjusted EBITDA and pro-forma Adjusted EBITDA:
Adjusted EBITDA is defined as income or loss from continuing operations before (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) non-cash stock-based compensation expense and (v) asset impairments. Adjusted EBITDA is not defined under generally accepted accounting principles (“GAAP”), and it may not be comparable to similarly titled measures reported by other companies. Pro-forma Adjusted EBITDA is defined as income or loss from continuing operations before (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) non-cash stock-based compensation expenses, (v) non-cash asset impairments and (vi) restructuring charges. We use Adjusted EBITDA, along with other GAAP measures, as a measure of profitability because Adjusted EBITDA helps us to compare our performance on a consistent basis by removing from our operating results the impact of our capital structure, the effect of operating in different tax jurisdictions, the impact of our asset base, which can differ depending on the book value of assets, the accounting methods used to compute depreciation and amortization, the existence or timing of asset impairments and the effect of non-cash stock-based compensation expense. We believe EBITDA is useful to investors as it is a widely used measure of performance and the adjustments we make to EBITDA provide further clarity on our profitability. We remove the effect of non-cash stock-based compensation from our earnings which can vary based on share price, share price volatility and expected life of the equity instruments we grant. In addition, this stock-based compensation expense does not result in cash payments by us. We remove the effect of asset impairments from Adjusted EBITDA for the same reason that we remove depreciation and amortization as it is part of the impact of our asset base. Adjusted EBITDA has limitations as a profitability measure in that it does not include the interest expense on our debts, our provisions for income taxes, the effect of our expenditures for capital assets and certain intangible assets, the effect of non-cash stock-based compensation expense and the effect of asset impairments. We remove restructuring charges from pro-forma Adjusted EBITDA because such charges are non-operating items that do not reflect our core operations.

 

EX-99.2 5 a57969exv99w2.htm EXHIBIT 99.2 exv99w2
Exhibit 99.2
(QUIKSILVER LOGO)
         
 
  Company Contact:   Bruce Thomas
 
      Vice President, Investor Relations
 
      Quiksilver, Inc.
+1 (714) 889-2200
Quiksilver, Inc. Announces €200 Million Private Offering of Senior Notes
Huntington Beach, California, November 29, 2010—Quiksilver, Inc. (“Quiksilver”) (NYSE:ZQK) today announced that its wholly-owned European subsidiary, Boardriders S.A. (the “Issuer”), subject to market and other conditions, plans to offer €200 million aggregate principal amount of Senior Notes due 2017 (the “Notes”).
The Notes will be general senior obligations of the Issuer and will be fully and unconditionally guaranteed on a senior basis by Quiksilver and certain of Quiksilver’s current and future U.S. and non-U.S. subsidiaries, subject to certain exceptions. Quiksilver intends to use the proceeds of the offering to refinance existing European term loans and to pay related fees and expenses. As a result of such refinancing, Quiksilver expects to recognize non-cash, non-operating charges during the fiscal quarter ending January 31, 2011 of approximately $13.0 million representing the write-off of debt issuance costs related to such term loans.
The Issuer plans to offer the Notes in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Issuer intends to offer the Notes within the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States only to non-U.S. investors in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Forward-looking statements:
Statements in this press release constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including those relating to the proposed offering and whether or not the Issuer will commence or consummate the proposed offering. Such statements are based on current expectations, and are not strictly historical statements. In some cases, you can identify forward-looking statements by terminology such as “plan,” “will,” “intend,” “expect,” “may” or the negative of such terms or comparable terminology. These forward-looking statements inherently involve certain risks and uncertainties, although they are based on our current plans or assessments which are believed to be reasonable as of the date of this announcement. Actual results or circumstances may vary materially from such forward-looking statements or expectations. Forward-looking information is provided by Quiksilver under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. In addition, Quiksilver disclaims any intent or obligation to update these forward-looking statements.
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