EL SEGUNDO, Calif.,
May 21, 2018 /PRNewswire/
-- Mattel, Inc. (NASDAQ: MAT) ("Mattel" or the "Company")
announced today that it intends to offer, subject to market
conditions and other factors, $500,000,000 in aggregate principal amount of its
6.750% Senior Notes due 2025 (the "New Notes"). The New Notes being
offered will be issued as additional notes under the Indenture
dated December 20, 2017, pursuant to
which Mattel previously issued $1,000,000,000 in aggregate principal amount of
existing 6.750% Senior Notes due 2025 (the "Existing Notes"). The
New Notes will form a single series and trade interchangeably with
the Existing Notes. The Existing Notes are, and the New Notes will
be, guaranteed on a senior unsecured basis by all of the Company's
existing and future wholly owned domestic restricted subsidiaries
that are borrowers or guarantors under its senior secured revolving
credit facilities. The Company intends to use the net proceeds from
the sale of the New Notes, plus cash on hand, to redeem and retire
all of its 2.350% Senior Notes due 2019 and pay related prepayment
premiums and transaction fees and expenses.
The New Notes are being sold 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 non-U.S. persons
outside the United States under
Regulation S under the Securities Act. The New Notes, the Existing
Notes and the related guarantees have not been registered under the
Securities Act, and unless so registered, may not be offered or
sold in the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the New Notes, nor shall there be
any sale of the New Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
This notice is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
Forward-Looking Statements
This press release contains a number of forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. The use of words such as "anticipates,"
"expects," "could," "may," "intends," "plans," "confident that" and
"believes," among others, generally identify forward-looking
statements. These forward-looking statements are based on currently
available operating, financial, economic and other information, and
are subject to a number of significant risks and uncertainties. A
variety of factors, many of which are beyond Mattel's control,
could cause actual future results to differ materially from those
projected in the forward-looking statements. Specific factors that
might cause such a difference include, but are not limited to: (i)
Mattel's ability to design, develop, produce, manufacture, source
and ship products on a timely and cost-effective basis, as well as
interest in and purchase of those products by retail customers and
consumers in quantities and at prices that will be sufficient to
profitably recover Mattel's costs; (ii) downturns in economic
conditions affecting Mattel's markets which can negatively impact
retail customers and consumers, and which can result in lower
employment levels, lower consumer disposable income and spending,
including lower spending on purchases of Mattel's products; (iii)
other factors which can lower discretionary consumer spending, such
as higher costs for fuel and food, drops in the value of homes or
other consumer assets, and high levels of consumer debt; (iv)
potential difficulties or delays Mattel may experience in
implementing cost savings and efficiency enhancing initiatives; (v)
other economic and public health conditions or regulatory changes
in the markets in which Mattel and its customers and suppliers
operate, which could create delays or increase Mattel's costs, such
as higher commodity prices, labor costs or transportation costs, or
outbreaks of disease; (vi) currency fluctuations, including
movements in foreign exchange rates, which can lower Mattel's net
revenues and earnings, and significantly impact Mattel's costs;
(vii) the concentration of the Mattel's customers, potentially
increasing the negative impact to Mattel of difficulties
experienced by any of Mattel's customers, including the bankruptcy
and liquidation of Toys "R" Us, Inc., or changes in their
purchasing or selling patterns; (viii) the future willingness of
licensors of entertainment properties for which Mattel currently
has licenses or would seek to have licenses in the future to
license those products to Mattel; (ix) the inventory policies of
Mattel's retail customers, including retailers' potential decisions
to lower their inventories, even if it results in lost sales, as
well as the concentration of Mattel's revenues in the second half
of the year, which coupled with reliance by retailers on quick
response inventory management techniques increases the risk of
underproduction of popular items, overproduction of less popular
items and failure to achieve compressed shipping schedules; (x) the
increased costs of developing more sophisticated digital and smart
technology products, and the corresponding supply chain and design
challenges associated with such products; (xi) work disruptions,
which may impact Mattel's ability to manufacture or deliver product
in a timely and cost-effective manner; (xii) the bankruptcy and
liquidation of Toys "R" Us, Inc. or other of Mattel's significant
retailers, or the general lack of success of one of Mattel's
significant retailers which could negatively impact Mattel's
revenues or bad debt exposure; (xiii) the impact of competition on
revenues, margins and other aspects of Mattel's business, including
the ability to offer products which consumers choose to buy instead
of competitive products, the ability to secure, maintain and renew
popular licenses and the ability to attract and retain talented
employees; (xiv) the risk of product recalls or product liability
suits and costs associated with product safety regulations; (xv)
changes in laws or regulations in the
United States and/or in other major markets in which Mattel
operates, including, without limitation, with respect to taxes,
tariffs or product safety, which may increase Mattel's product
costs and other costs of doing business, and reduce Mattel's
earnings; (xvi) failure to realize the planned benefits from any
investments or acquisitions made by Mattel; (xvii) the impact of
other market conditions, third party actions or approvals and
competition which could reduce demand for Mattel's products or
delay or increase the cost of implementation of Mattel's programs
or alter Mattel's actions and reduce actual results; (xviii)
changes in financing markets or the inability of Mattel to obtain
financing on attractive terms (xix) the impact of litigation or
arbitration decisions or settlement actions; (xx) the closing of
this private offering of New Notes; and (xxi) other risks and
uncertainties as may be described in Mattel's periodic filings with
the Securities and Exchange Commission, including the "Risk
Factors" section of Mattel's Annual Report on Form 10-K for the
fiscal year ended December 31, 2017,
and Mattel's Quarterly Reports on Form 10-Q for fiscal year 2018,
as well as in Mattel's other public statements. Mattel does not
update forward-looking statements and expressly disclaims any
obligation to do so, except as required by law.
Contacts:
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News
Media
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Securities
Analysts
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Alex Clark
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Whitney
Steininger
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310-252-6397
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310-252-2703
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alex.clark@mattel.com
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whitney.steininger@mattel.com
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SOURCE Mattel, Inc.