Amer Sports, Inc.’s wholly-owned subsidiary, Amer Sports Company, launched an offering of $600 million aggregate principal amount of new senior secured notes due 2031 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended.
In addition, the company, the Issuer and certain of the company’s other subsidiaries are seeking to enter into a new credit agreement. They will incur a new $600 million term loan facility, a new €600 million term loan facility and a new revolving credit facility, which will initially be a $710 million revolving credit facility established under the Credit Agreement, as the company will maintain an existing $90 million bilateral credit facility, which is expected to be consolidated into a single revolving credit facility under the Credit Agreement.
The net proceeds from the offering of the Notes and the expected net proceeds from the New Senior Secured Credit Facilities are expected to repay all outstanding indebtedness under the company’s existing credit facilities, which will be terminated. Any remaining net proceeds are expected to be used for general corporate purposes.
The Notes will be, jointly and severally, unconditionally guaranteed on a senior secured basis by the company and each of the company’s subsidiaries, other than the Issuer who is a borrower or a guarantor under the New Senior Secured Credit Facilities. The Notes and the related guarantees will be secured on a first-priority basis by liens on the same assets that secure the New Senior Secured Credit Facilities.
The transactions are subject to market and other conditions. The company said there can be no assurance that it will be able to complete the transactions on the terms described or at all.
The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons under Regulation S under the Securities Act.
In conjunction with the offering, Moody assigned a B1 rating to the two-term loan facilities and a new revolving credit facility, while S&P assigned a BB issuer credit rating to the company and a BB rating to the two proposed loan facilities, with a stable outlook.
Image courtesy Amer Sports/LinkedIn
