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| ZQK > SEC Filings for ZQK > Form 8-K on 30-Sep-2009 | All Recent SEC Filings |
30-Sep-2009
Entry into a Material Definitive Agreement, Financial Statements and Exhibits
As previously disclosed, on July 31, 2009, two French subsidiaries of Quiksilver, Inc., Pilot and Na Pali S.A.S. ("Na Pali"), as borrowers, and Quiksilver, Inc., as guarantor, entered into a €268 million facilities agreement with BNP Paribas, Crédit Lyonnais and Société Générale Corporate & Investment Banking as mandated lead arrangers, BNP Paribas as agent, Caisse
Régionale de Crédit Agricole Mutuel Pyrénées Gascogne as issuing bank, and BNP
Paribas, Crédit Lyonnais, Société Générale, Natixis, Caisse Régionale de Crédit
Agricole Mutuel Pyrénées-Gascogne, Banque Populaire du Sud Ouest, CIC - Société
Bordelaise, and HSBC France as original lenders (the "Original Lenders"), (the
"French Credit Facility"). Pursuant to the French Credit Facility, the Original
Lenders agreed to make available to Pilot and Na Pali, subject to certain terms
and conditions, (i) a €55 million term loan, for purposes of refinancing Pilot's
existing €55 million line of credit (the "French Facility A"), (ii) a
€115 million term loan, for purposes of refinancing certain outstanding short
and mid-term bank debt owed by Na Pali to the Original Lenders (the "French
Facility B"), (iii) a revolving credit facility in a maximum amount of €58
million, for purposes of financing the general corporate and working capital
purposes of Na Pali and its subsidiaries (the "French Revolving Facility"), and
(iv) a line of up to €40 million to issue letters of credit, also for purposes
of financing the general corporate and working capital purposes of Na Pali and
its subsidiaries (the "French L/C Facility" and, together with the French
Facility A, the French Facility B and the French Revolving Facility, the "French
Facilities").
On September 29, 2009, the initial funding under the French Facilities
occurred with the funding of French Facilities A and B and the draw down of
approximately €35 million under the French Revolving Facility.
The maturity of the French Facilities is July 31, 2013. French Facility A and
French Facility B are repayable in semi-annual installments at the end of the
Company's first and third quarter of each fiscal year, with approximately
€14 million coming due on each of January 31, 2010 and July 31, 2010,
€17 million on each of January 31, 2011 and July 31, 2011, and €27 million on
each of January 31, 2012, July 31, 2012, January 31, 2013 and July 31, 2013. The
amount available under the French Revolving Facility, initially €58 million,
will decrease to €55 million for the period between August 1, 2010 and July 31,
2011, and to €50 million after August 1, 2011. Amounts outstanding under
Facility A bear interest at a rate of EURIBOR plus 4.75%. Amounts outstanding
under French Facility B and the French Revolving Facility bear interest at a
rate of EURIBOR plus 4.25%.
The French Facilities are guaranteed by Quiksilver, Inc., and are secured by
pledges over certain assets of Quiksilver, Inc.'s subsidiaries in Europe,
including the Quiksilver and Roxytrademarks and related logos for European
territories, and shares in certain European subsidiaries of Quiksilver, Inc.
The French Credit Facility contains customary default provisions and provides
that, upon the occurrence of an event of default, the agent may, and shall if so
directed by the majority lenders, cancel the commitments and declare all or part
of the utilizations to be due, and declare that cash cover is required in
respect of each letter of credit outstanding under the French L/C Facility.
The French Credit Facility includes certain restrictive covenants and
representations and warranties usual for facilities and transactions of this
type. Among other restrictions, it limits the ability of the Company's
subsidiaries in Europe to repatriate dividends or royalties to Quiksilver, Inc.
until the French Facilities are fully and finally repaid.
Exhibit No. Exhibit Title or Description
10.1 Term Loan Agreement dated September 29, 2009 among QS Finance
Luxembourg S.A., Quiksilver, Inc., Biarritz Holdings S.à r.l. and
Société Générale
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