Mattel, inc. issues $600,000,000 aggregate principal amount of 5.875% senior notes due 2027
On november 20, 2019, mattel, inc. issued $600,000,000 aggregate principal amount of 5.875% senior notes due 2027 (the “notes”). the notes were issued pursuant to an indenture, dated november 20, 2019, among the issuer, the guarantors named therein and mufg union bank, n.a., as trustee (the “indenture”). the notes pay interest semi-annually in arrears. the notes were offered 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 certain non-u.s. persons in transactions outside of the united states in reliance on regulation s under the securities act. at any time prior to december 15, 2022, upon not less than 10 nor more than 60 days’ notice, the notes will be redeemable at the issuer’s option, in whole at any time or in part from time to time, at a price equal to 100% of the principal amount of the notes redeemed, plus a make-whole premium as set forth in the indenture, plus accrued and unpaid interest, if any, to (but not including) the applicable redemption date. beginning december 15, 2022, the issuer may redeem the notes, at its option, in whole at any time or in part from time to time, subject to the payment of a redemption price together with accrued and unpaid interest, if any, to (but not including) the applicable redemption date. the redemption price includes a call premium that varies (from 0% to 4.406%) depending on the year of redemption. in addition, at any time prior to december 15, 2022, the issuer may redeem up to 40% of the aggregate principal amount of the notes at a redemption price equal to 105.875% of the principal amount thereof, together with accrued and unpaid interest, if any, to (but not including) the applicable redemption date, with the net cash proceeds of sales of one or more equity offerings by the issuer or any direct or indirect parent of the issuer. the net proceeds from the offering, plus cash on hand, will be used to redeem and retire all of the outstanding 4.350% senior notes due 2020 and 2.350% senior notes due 2021, and pay related prepayment premiums and transaction fees and expenses. on november 20, 2019, the company entered into an amendment (the “amendment”) to the syndicated facility agreement, dated as of december 20, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “existing credit agreement” and the existing credit agreement, as amended by the amendment, the “credit agreement”), among the company, as a borrower and guarantor thereunder, certain of the company’s domestic and foreign subsidiaries, as additional borrowers and/or guarantors thereunder, bank of america, n.a., as global administrative agent, collateral agent and australian security trustee, and the other lenders and financial institutions party thereto, providing for $1,600,000,000 in aggregate principal amount of senior secured revolving credit facilities (the “senior secured revolving credit facilities”). the amendment amends certain terms of the existing credit agreement, including, but not limited to, amendments to certain definitions related to the borrowing base, a reduction in certain interest rates thereunder and an extension of the maturity date thereof. each of the facilities under the credit agreement will now mature, and lending commitments thereunder will now terminate, on november 18, 2022. on november 20, 2019, the company issued an irrevocable notice of redemption to holders of its 4.350% senior notes due 2020 (the “2020 notes”) and its 2.350% notes due 2021 (the “2021 notes” and, together with the 2020 notes, the “notes”) for the redemption of all $250 million outstanding aggregate principal amount of the 2020 notes and all $350 million outstanding aggregate principal amount of the 2021 notes. the redemption date for the notes will be december 20, 2019. the redemption price for each series of notes will be calculated in accordance with the indenture governing the notes and will be equal to the greater of (1) 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to, but excluding, the redemption date or (2) a “make-whole amount” (as defined in the indenture governing the notes) for the notes being redeemed.
