Mattel, Inc. Announces $1,200,000,000 Private Offering of Senior Notes
09 Março 2021 - 10:40AM
Business Wire
Mattel, Inc. (NASDAQ: MAT) (“Mattel” or the “Company”) announced
today that it intends to offer $600,000,000 aggregate principal
amount of Senior Notes due 2026 (the “2026 Notes”) and $600,000,000
aggregate principal amount of Senior Notes due 2029 (the “2029
Notes” and, together with the 2026 Notes, the “Notes”), subject to
market conditions and other factors. The Notes are expected to 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 Notes, together with cash on hand, to redeem $1,225
million in aggregate principal amount of its outstanding 6.750%
Senior Notes due 2025 and pay related prepayment premiums and
transaction fees and expenses.
The 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 Notes and 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 Notes, nor shall there be any
sale of the 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,” “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
assumptions, 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,
and are currently, and in the future may be, amplified by the
COVID-19 pandemic. Specific factors that might cause such a
difference include, but are not limited to: (i) potential impacts
of and uncertainty regarding the COVID-19 pandemic (and actions
taken in response to it by governments, businesses, and
individuals) on Mattel’s business operations, financial results and
financial position and on the global economy, including its impact
on Mattel’s sales; (ii) Mattel’s ability to design, develop,
produce, manufacture, source, ship and distribute products on a
timely and cost-effective basis; (iii) sufficient interest in and
demand for the products and entertainment we offer by retail
customers and consumers to profitably recover Mattel’s costs; (iv)
downturns in economic conditions affecting Mattel’s markets which
can negatively impact retail customers and consumers, and which can
result in lower employment levels and lower consumer disposable
income and spending, including lower spending on purchases of
Mattel’s products; (v) 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; (vi) potential difficulties or delays Mattel may
experience in implementing cost savings and efficiency enhancing
initiatives; (vii) 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; (viii) currency
fluctuations, including movements in foreign exchange rates, which
can lower Mattel’s net revenues and earnings, and significantly
impact Mattel’s costs; (ix) the concentration of Mattel’s
customers, potentially increasing the negative impact to Mattel of
difficulties experienced by any of Mattel’s customers, such as
bankruptcies or liquidations or general lack of success, or changes
in their purchasing or selling patterns; (x) the inventory policies
of Mattel’s retail customers, 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, overproduction,
and shipping delays; (xi) legal, reputational, and financial risks
related to security breaches or cyberattacks; (xii) work
disruptions, which may impact Mattel’s ability to manufacture or
deliver product in a timely and cost-effective manner; (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 from
licensors of entertainment properties, 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, such as China, in which
Mattel operates, including, without limitation, with respect to
taxes, tariffs, trade policies 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 or third party actions
or approvals, including that result in any significant failure,
inadequacy, or interruption from vendors or outsourcers, which
could reduce demand for Mattel’s products, 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, arbitration, or
regulatory decisions or settlement actions; (xx) the closing of
this private offering of the Notes; (xxi) uncertainty from the
expected discontinuance of LIBOR and transition to any other
interest rate benchmark; and (xxii) 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, 2020, 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.
MAT-FIN MAT-CORP
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version on businesswire.com: https://www.businesswire.com/news/home/20210309005645/en/
News Media Catherine Frymark Catherine.Frymark@Mattel.com
Securities Analysts David Zbojniewicz
David.Zbojniewicz@mattel.com
Mattel (NASDAQ:MAT)
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