MATTEL INC /DE/ false 0000063276 0000063276 2019-11-20 2019-11-20

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 20, 2019

MATTEL, INC.

(Exact name of registrant as specified in its charter)

Delaware |  | 001-05647 |  | 95-1567322
(State or other jurisdiction of incorporation) |  | (Commission File No.) |  | (I.R.S. Employer Identification No.)

333 Continental Boulevard, El Segundo, California |  | 90245-5012
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code

(310) 252-2000

N/A

(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:

☐ | 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $1.00 per share |  | MAT |  | The Nasdaq Global Select Market

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).

Emerging growth company ☐

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. ☐

Section 1 – Registrant’s Business and Operations

Item 1.01 | Entry into a Material Definitive Agreement

5.875% Senior Notes due 2027

On November 20, 2019, Mattel, Inc. (the “Company” or the “Issuer”) issued $600,000,000 aggregate principal amount of 5.875% Senior Notes due 2027 (the “Notes”). The Notes were issued pursuant to an indenture, dated November 20, 2019, among the Issuer, the guarantors named therein and MUFG Union Bank, N.A., as Trustee (the “Indenture”). The Notes pay interest semi-annually in arrears. The Notes were offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.

Optional Redemption Provisions and Change of Control Triggering Event

At any time prior to December 15, 2022, upon not less than 10 nor more than 60 days’ notice, the Notes will be redeemable at the Issuer’s option, in whole at any time or in part from time to time, at a price equal to 100% of the principal amount of the Notes redeemed, plus a make-whole premium as set forth in the Indenture, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date. Beginning December 15, 2022, the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, subject to the payment of a redemption price together with accrued and unpaid interest, if any, to (but not including) the applicable redemption date. The redemption price includes a call premium that varies (from 0% to 4.406%) depending on the year of redemption.

In addition, at any time prior to December 15, 2022, the Issuer may redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 105.875% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the applicable redemption date, with the net cash proceeds of sales of one or more equity offerings by the Issuer or any direct or indirect parent of the Issuer.

The holders of the Notes have the right to require the Issuer to repurchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but not including) the date of repurchase upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture). If at any time holders of not less than 90% of the principal amount of the outstanding Notes accept a change of control offer, the Issuer or a third party will have the right to redeem all of the Notes then outstanding at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to (but excluding) the date of repurchase.

Ranking

The Notes are the Issuer’s and the guarantors’ senior unsecured obligations. The Notes are guaranteed by the Issuer’s existing and, subject to certain exceptions, future wholly owned domestic restricted subsidiaries that guarantee the Issuer’s 6.750% Senior Notes due 2025 and senior secured revolving credit facilities (as defined below) or certain other indebtedness. Under the terms of the Indenture, the Notes rank equally in right of payment with all of the Issuer’s and the guarantors’ existing and future senior debt, including the Issuer’s Existing Notes (as defined in the Indenture) and borrowings under the new senior secured revolving credit facilities, and rank senior in right of payment to the Issuer’s and guarantors’ existing and future debt and other obligations that expressly provide for their subordination to the Notes. The Notes are structurally subordinated to all of the existing and future liabilities, including trade payables, of the Issuer’s subsidiaries that do not guarantee the Notes (including the Canadian Revolving Subfacility, the French Revolving Subfacility, the Spanish Revolving Subfacility, the European (GNU) Revolving Subfacility and the Australian Revolving Subfacility (each as defined in the Credit Agreement (as defined below) related to the senior secured revolving credit facilities) and are effectively subordinated to the Issuer’s and the guarantors’ existing and future senior secured debt to the extent of the value of the collateral securing such debt (including borrowings under the senior secured revolving credit facilities). The guarantees are, with respect to the assets of the guarantors of the Notes, structurally senior to all of the Issuer’s existing indebtedness, future indebtedness or other liabilities that are not guaranteed by such guarantors, including the Issuer’s obligations under the Existing Notes (other than the Issuer’s 6.750% Senior Notes due 2025).

Restrictive Covenants

The Indenture contains covenants that limit the Issuer’s (and some of its subsidiaries’) ability to, among other things: (i) incur additional debt or issue certain preferred shares; (ii) pay dividends on or make other distributions in respect of their capital stock or make other restricted payments; (iii) make investments in unrestricted subsidiaries; (iv) create liens; (v) enter into certain sale/leaseback transactions; (vi) merge or consolidate, or sell, transfer or otherwise dispose of substantially all of their assets; and (vii) designate subsidiaries as unrestricted.

The foregoing summary of the Indenture is qualified in its entirety by reference to the actual text of the Indenture, a copy of which is filed herewith as Exhibit 4.1.

Use of Proceeds

The net proceeds from the offering, plus cash on hand, will be used to redeem and retire all of the outstanding 4.350% Senior Notes due 2020 and 2.350% Senior Notes due 2021, and pay related prepayment premiums and transaction fees and expenses.

Third Amendment to Syndicated Facility Agreement

On November 20, 2019, the Company entered into an amendment (the “Amendment”) to the Syndicated Facility Agreement, dated as of December 20, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”), among the Company, as a borrower and guarantor thereunder, certain of the Company’s domestic and foreign subsidiaries, as additional borrowers and/or guarantors thereunder, Bank of America, N.A., as global administrative agent, collateral agent and Australian security trustee, and the other lenders and financial institutions party thereto, providing for $1,600,000,000 in aggregate principal amount of senior secured revolving credit facilities (the “senior secured revolving credit facilities”).

The Amendment amends certain terms of the Existing Credit Agreement, including, but not limited to, amendments to certain definitions related to the borrowing base, a reduction in certain interest rates thereunder and an extension of the maturity date thereof. Each of the facilities under the Credit Agreement will now mature, and lending commitments thereunder will now terminate, on November 18, 2022.

The foregoing summary of the Amendment is qualified in its entirety by reference to the actual text of the Amendment, a copy of which is filed herewith as Exhibit 10.1.

Section 2 – Financial Information

Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 2.04. | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

On November 20, 2019, the Company issued an irrevocable notice of redemption to holders of its 4.350% Senior Notes due 2020 (the “2020 Notes”) and its 2.350% Notes due 2021 (the “2021 Notes” and, together with the 2020 Notes, the “Notes”) for the redemption of all $250 million outstanding aggregate principal amount of the 2020 Notes and all $350 million outstanding aggregate principal amount of the 2021 Notes. The redemption date for the Notes will be December 20, 2019. The redemption price for each series of Notes will be calculated in accordance with the indenture governing the Notes and will be equal to the greater of (1) 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date or (2) a “Make-Whole Amount” (as defined in the indenture governing the Notes) for the Notes being redeemed.

Section 9 – Financial Statements and Exhibits

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. |  |  | Exhibit Description
| 4.1 |  |  | Indenture, dated as of November 20, 2019, by and among the Issuer, the guarantors named therein, and MUFG Union Bank, N.A., National Association, as Trustee.
| 4.2 |  |  | Form of 5.875% Senior Note due 2027 (included in Exhibit 4.1)
| 10.1 |  |  | Third Amendment to Syndicated Facility Agreement, dated as of November 20, 2019, by and among the Company, each of the other borrowers and guarantors party thereto, the lenders signatory thereto and Bank of America, N.A., as Administrative Agent, Collateral Agent and Australian Security Trustee.
| 104 |  |  | Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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.

|  | MATTEL, INC. Registrant
|  | By: |  | /s/ Robert Normile
|  | Name: |  | Robert Normile
|  | Title: |  | Executive Vice President, Chief Legal Officer and Secretary
Dated: November 20, 2019 |  |  |  |