8-K

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): July 9, 2013

Quiksilver, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-14229	33-0199426
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification 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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On July 9, 2013, Quiksilver, Inc. (the “Company”) issued a press release to announce the proposed private offering by the Company and its wholly-owned subsidiary, QS Wholesale, Inc., of $250 million aggregate principal amount of Senior Secured Notes due 2018 and $250 million aggregate principal amount of Senior Notes due 2020. The press release is attached as Exhibit 99.1 and is herein incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Exhibit Title or Description
99.1	Press Release dated July 9, 2013, issued by Quiksilver, Inc., regarding the proposed private offering of Senior Secured Notes due 2018 and Senior Notes due 2020.

SIGNATURES

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.

Date: July 9, 2013	Quiksilver, Inc. (Registrant)
	By:	/s/ Richard Shields
		Richard Shields
		Chief Financial Officer

Index to Exhibits

Exhibit No.	Exhibit Title or Description
99.1	Press Release dated July 9, 2013, issued by Quiksilver, Inc., regarding the proposed private offering of Senior Secured Notes due 2018 and Senior Notes due 2020.

EX-99.1

Exhibit 99.1

Contact: Robert Jaffe

Investor Relations

424-288-4098

zqk@quiksilver.com

Quiksilver Announces Private Offering of $250 Million Senior Secured Notes and $250 Million Senior Notes

Huntington Beach, California, July 9, 2013—Quiksilver, Inc. (NYSE:ZQK) today announced that, subject to market and other conditions, Quiksilver and its wholly-owned subsidiary, QS Wholesale, Inc. (together, the “Issuers”), plan to offer $250 million aggregate principal amount of Senior Secured Notes due 2018 (the “2018 Notes”) and $250 million aggregate principal amount of Senior Notes due 2020 (the “2020 Notes” and, together with the 2018 Notes, the “Notes”).

The Notes will be general senior obligations of the Issuers and will be fully and unconditionally guaranteed on a senior basis by certain of Quiksilver’s current U.S. subsidiaries. The 2018 Notes and the related guarantees will be secured by (1) a second-priority security interest in the current assets of the Issuers and the guarantors, together with all related general intangibles (excluding intellectual property rights) and other property related to such assets, including the proceeds thereof, which assets secure Quiksilver’s asset-based revolving credit facility on a first-priority basis; and (2) a first-priority security interest in substantially all other property (including intellectual property rights) of the Issuers and the guarantors and a first-priority pledge of 100% of the equity interests of certain subsidiaries directly owned by the Issuers and the guarantors (but excluding equity interests of applicable foreign subsidiaries of the Issuers and the guarantors possessing more than 65% of the total combined voting power of all classes of equity interests of such applicable foreign subsidiaries entitled to vote) and the proceeds of the foregoing. The 2020 Notes will not be secured.

Quiksilver intends to use the proceeds of the offering to redeem all of its outstanding 6.875% senior notes due April 15, 2015, to repay in full and terminate its existing term loan, to pay down a portion of the outstanding amounts under its new asset-based revolving credit facility and to pay related fees and expenses. The foregoing does not constitute a notice of redemption for any outstanding senior notes.

The Issuers plan to offer the Notes and related guarantees in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Issuers plan to offer the Notes and related guarantees 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 and related guarantees will not be registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Notes and related guarantees 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 security nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About Quiksilver:

Quiksilver, Inc., one of the world’s leading outdoor sports lifestyle companies, designs, produces and distributes branded apparel, footwear and accessories. The company’s apparel and footwear brands, inspired by a passion for outdoor action sports, represent a casual lifestyle for young-minded people who connect with its boardriding culture and heritage. The company’s Quiksilver, Roxy, and DC brands have authentic roots and heritage in surf, snow and skate. The company’s products are sold in more than 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, select department stores and through various e-commerce channels. Quiksilver’s corporate headquarters are in Huntington Beach, California.

Forward-looking statements:

This press release contains forward-looking statements including, but not limited to, those relating to the proposed offering and whether or not the Issuers will commence or consummate the proposed offering. Quiksilver cautions that these statements are qualified by important factors that could cause actual results to differ materially from those presented or implied in the forward-looking statements. These statements are based on Quiksilver’s current plans and expectations and involve risks and uncertainties that could cause future activities and results of operations to be materially different from those set forth in or implied by the forward-looking statements. Quiksilver undertakes no obligation to update these statements, which speak only as of the date of this press release. For the factors that could cause actual results to differ materially from expectations, please refer to Quiksilver’s filings with the Securities and Exchange Commission and specifically the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements” in Quiksilver’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

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