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): June 18, 2015
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) |
Registrants 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 1.01 | Entry into a Material Definitive Agreement. |
On June 18, 2015, Quiksilver, Inc. (the Company) and certain of its domestic and foreign subsidiaries entered into a second amendment (the ABL Credit Agreement Amendment) to the Companys existing amended and restated credit agreement, originally dated as of May 24, 2013, with, among others, the lenders named therein and Bank of America, N.A., as administrative agent, swing line lender and letter of credit issuer. The ABL Credit Agreement Amendment modified the definition of Change of Control to provide that where a majority of the members of the incumbent board approves new directors as a result of an actual or threatened proxy contest it will not qualify as a change of control.
The foregoing description of the ABL Credit Agreement Amendment is qualified in its entirety by reference to the ABL Credit Agreement Amendment, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
The following exhibits are being filed herewith:
Exhibit |
Exhibit Title or Description | |
10.1 | Second Amendment, dated as of June 18, 2015, to Amended and Restated Credit Agreement, dated as of May 24, 2013, by and among Quiksilver Inc., as a guarantor, QS Wholesale, Inc., as lead borrower, the other borrowers and guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders and other agents party thereto |
2
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.
Dated: June 19, 2015 | Quiksilver, Inc. (Registrant) | |||
By: | /s/ Thomas Chambolle | |||
Thomas Chambolle Chief Financial Officer |
3
Index to Exhibits
Exhibit |
Exhibit Title or Description | |
10.1 | Second Amendment, dated as of June 18, 2015, to Amended and Restated Credit Agreement, dated as of May 24, 2013, by and among Quiksilver Inc., as a guarantor, QS Wholesale, Inc., as lead borrower, the other borrowers and guarantors party thereto, Bank of America, N.A., as administrative agent, and the lenders and other agents party thereto |
4
Exhibit 10.1
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Second Amendment to Amended and Restated Credit Agreement (this Second Amendment) dated as of June 18, 2015 is entered into among:
QS WHOLESALE, INC., a California corporation (the Lead Borrower);
the Persons named on Schedule 1.01 hereto (collectively, with the Lead Borrower, the Domestic Borrowers);
QUIKSILVER CANADA CORP., a Nova Scotia unlimited liability company (the Canadian Borrower);
UG MANUFACTURING CO. PTY LTD, ACN 005 047 941, a proprietary limited company organized under the laws of Australia (the Australian Borrower);
QUIKSILVER JAPAN CO., LTD., a Japanese Kabushiki Kaisha (the Japanese Borrower);
QUIKSILVER, INC., a Delaware corporation (the Parent);
the Persons named on Schedules 1.02(a) and 1.02(b) hereto (the Guarantors);
each Lender party hereto (collectively, the Lenders);
BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the Administrative Agent), L/C Issuer and Swing Line Lender;
BANK OF AMERICA, NATIONAL ASSOCIATION, as Australian Security Trustee (in such capacity, the Australian Security Trustee); and
BANK OF AMERICA, N.A., as a Co-Collateral Agent; and
in consideration of the mutual covenants herein contained and benefits to be derived herefrom.
WITNESSETH:
WHEREAS, reference is made to that certain Amended and Restated Credit Agreement dated as of May 24, 2013 (as heretofore or hereafter amended, restated, supplemented or otherwise modified and in effect from time to time, the Credit Agreement) by, among others, the Lead Borrower, the other Domestic Borrowers, the Canadian Borrower, the Australian Borrower, the Japanese Borrower, the Parent, the other Guarantors, the Lenders party thereto, the Administrative Agent, the Australian Security Trustee and the Co-Collateral Agents;
WHEREAS, the Borrowers have requested that the Agents and the Lenders agree to amend the Credit Agreement in the manner specified herein; and
WHEREAS, the Agents and the Lenders party hereto (which constitute Required Lenders) are willing to agree to so amend, subject to the terms and conditions 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. | Amendment to Credit Agreement. Section 1.01 of the Credit Agreement is hereby amended by amending and restating clause (b) of the definition of Change of Control set forth therein so it reads in its entirety as follows: |
(b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Parent cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or
3. | Representations and Warranties. |
a. | Each Loan Party hereby represents, warrants, ratifies and confirms to the Agents and the Lenders that (a) all representations and warranties of the Loan Parties contained in the Credit Agreement and other Loan Documents or otherwise made in writing in connection therewith are true and correct in all material respects as of the date hereof, except to the extent that (i) such representations and warranties are qualified as to materiality, Material Adverse Effect or similar language, in which case they are true and correct in all respects (as so qualified by materiality, Material Adverse Effect or similar language) on and as of the date hereof, and (ii) such representations and warranties relate to an earlier date (except to the extent such representations and warranties are amended hereby), in which case they are true and correct in all material respects (except to the extent such representations and warranties are qualified as to materiality, Material Adverse Effect or similar language, in which case they are true and correct in all respects (as so qualified by materiality, Material Adverse Effect or similar language)) on and as of such earlier date, and (b) no Default or Event of Default has occurred and is continuing or would result from the effectiveness of this Second Amendment. |
b. | The transactions contemplated hereby are within such Loan Partys corporate or other organizational powers and have been duly authorized by all necessary corporate, membership, partnership or other necessary action. The Credit Agreement and each other Loan Document to which any Loan Party is a party, in each case as amended hereby, (i) has been duly executed and delivered by each Loan Party, and (ii) constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, |
2
insolvency, reorganization, moratorium or other laws affecting creditors rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. |
4. | Miscellaneous. |
a. | Except as amended hereby, all terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. Without limiting the foregoing, the Loan Parties hereby acknowledge, confirm and agree that the Security Documents and any and all Collateral previously pledged to the Administrative Agent, for the benefit of the Credit Parties or the Foreign Credit Parties, as applicable, shall continue to secure all applicable Obligations or Foreign Liabilities, as applicable, at any time and from time to time outstanding under the Credit Agreement and the other Loan Documents, as such Obligations or Foreign Liabilities, as applicable, have been amended pursuant to this Second Amendment. |
b. | This Second Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Second Amendment constitutes the entire contract among the parties relating to the subject matter of this Second Amendment and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Second Amendment 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 of this Second Amendment. |
c. | THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. |
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed as of the date first above written.
QS WHOLESALE, INC., | ||
as the Lead Borrower | ||
By: | /s/ Andrew Bruenjes | |
Name: | Andrew Bruenjes | |
Title: | Chief Financial Officer | |
DC SHOES, INC., as a Domestic Borrower | ||
By: | /s/ Andrew Bruenjes | |
Name: | Andrew Bruenjes | |
Title: | Chief Financial Officer | |
HAWK DESIGNS, INC., as a Domestic Borrower | ||
By: | /s/ Andrew Bruenjes | |
Name: | Andrew Bruenjes | |
Title: | Chief Financial Officer | |
QS RETAIL, INC., as a Domestic Borrower | ||
By: | /s/ Andrew Bruenjes | |
Name: | Andrew Bruenjes | |
Title: | Chief Financial Officer |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
QUIKSILVER, INC., | ||
as a Guarantor | ||
By: | /s/ Linnsey Caya | |
Name: | Linnsey Caya | |
Title: | General Counsel and Secretary |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
QUIKSILVER CANADA CORP., | ||
as the Canadian Borrower | ||
By: | /s/ Andrew Bruenjes | |
Name: | Andrew Bruenjes | |
Title: | Chief Financial Officer |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
QUIKSILVER JAPAN CO., LTD., | ||
as the Japanese Borrower | ||
By: | /s/ Sammy Yoo | |
Name: | Sammy Yoo | |
Title: | President |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
Executed by Ug Manufacturing Co. Pty Ltd ACN 005 047 941 in accordance with section 127 of the Corporations Act 2001: |
||||
/s/ Andrew Bruenjes |
/s/ Simon Lynch | |||
Director | Secretary | |||
ANDREW N. BRUENJES | SIMON F. LYNCH | |||
Name of Director (BLOCK LETTERS) |
Name of Secretary (BLOCK LETTERS) |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
AGENTS AND LENDERS: | ||
BANK OF AMERICA, N.A., as Administrative Agent, Australian Security Trustee and as a Co-Collateral Agent | ||
By: | /s/ Roger Malouf | |
Name: | Roger Malouf | |
Title: | Director | |
BANK OF AMERICA, N.A., as a Domestic Lender, L/C Issuer and Swing Line Lender | ||
By: | /s/ Roger Malouf | |
Name: | Roger Malouf | |
Title: | Director |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
BANK OF AMERICA, N.A. (acting through its Canada branch), as a Canadian Lender, Canadian L/C Issuer and Canadian Swing Line Lender | ||
By: | /s/ Sylwia Durkiewic | |
Name: | Sylwia Durkiewicz | |
Title: | Vice President |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
BANK OF AMERICA, N.A. (acting through its Australia branch) as an Australian Lender and Australian Swing Line Lender | ||
By: | /s/ Michael Senyard | |
Name: | Michael Senyard | |
Title: | Director, Bank of America N.A., Australia | |
Branch |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
BANK OF AMERICA, N.A. (acting through its Hong Kong branch), as Administrative Agent and as a Co-Collateral Agent | ||
By: | /s/ Roger Malouf | |
Name: | Roger Malouf | |
Title: | Director |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
BANK OF AMERICA, N.A. (acting through its Tokyo branch), as a Japanese Lender and Japanese Swing Line Lender | ||
By: | /s/ Koji Yoshikawa | |
Name: | Koji Yoshikawa | |
Title: | Authorized Signatory |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Domestic Lender | ||
By: | /s/ Todd R. Nakamoto | |
Name: | Todd R. Nakamoto | |
Title: | Duly Authorized Signer |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as a Canadian Lender | ||
By: | /s/ David G. Phillips | |
Name: | David G. Phillips | |
Title: | Senior Vice President | |
Credit Officer, Canada |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
WELLS FARGO BANK, NATIONAL ASSOCIATION (London Branch), as an Australian Lender | ||
By: | /s/ N B Hogg | |
Name: | N B Hogg | |
Title: | Authorized Signatory |
Signature Page to Second Amendment to Amended and Restated Credit Agreement
Schedule 1.01 to Second Amendment
DOMESTIC BORROWERS
1. QS Wholesale, Inc.
2. DC Shoes, Inc.
3. Hawk Designs, Inc.
4. QS Retail, Inc.
Schedule 1.02(a) to Second Amendment
GUARANTORS OF DOMESTIC FACILITIES
1. Quiksilver, Inc.
2. QS Wholesale, Inc.
3. DC Shoes, Inc.
4. Hawk Designs, Inc.
5. QS Retail, Inc.
Schedule 1.02(b) to Second Amendment
GUARANTORS OF FOREIGN FACILITIES
5. Quiksilver Canada Corp.
6. Ug Manufacturing Co. Pty Ltd
7. Quiksilver Japan Co., Ltd.
8. Quiksilver, Inc.
9. QS Wholesale, Inc.
10. DC Shoes, Inc.
11. Hawk Designs, Inc.
12. QS Retail, Inc.