Amer Sports, Inc. reported that its wholly-owned subsidiary, Amer Sports Company, priced an upsized offering of $800 million aggregate principal amount of 6.75 percent senior secured notes due 2031 in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended. The size of the offering reflects an increase of $200 million in aggregate principal amount of the Notes from the previously announced offering size of $600 million. The company will sell the Notes to investors for 100 percent of the principal amount and bear an interest rate of 6.75 percent per annum.
The closing of the offering is expected to occur on February 16, 2024, subject to the satisfaction of customary closing conditions.
The net proceeds from the offering of the Notes, along with the expected net proceeds from the previously announced new $500 million term loan facility, new €700 million term loan facility and borrowings under the previously announced new revolving credit facility, together will be known as the “New Senior Secured Credit Facilities,” are expected to repay all outstanding indebtedness under the company’s existing credit facilities, which will be terminated, and to repay all outstanding indebtedness under the company’s existing $90 million bilateral credit facility.
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) that 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.
There can be no assurance that the company can complete the transactions on these terms or at all.
The Notes will not be registered under the Securities Act or any state securities law. They may not be offered or sold in the United States without registration or an exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the U.S. only to those reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
Image courtesy Amer Sports