Attached files
file | filename |
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EX-99.2 - EX-99.2 - QUIKSILVER INC | a56547exv99w2.htm |
EX-99.3 - EX-99.3 - QUIKSILVER INC | a56547exv99w3.htm |
EX-10.1 - EX-10.1 - QUIKSILVER INC | a56547exv10w1.htm |
EX-23.1 - EX-23.1 - QUIKSILVER INC | a56547exv23w1.htm |
EX-99.1 - EX-99.1 - QUIKSILVER INC | a56547exv99w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 24, 2010
June 24, 2010
Quiksilver, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
001-14229 (Commission File Number) |
33-0199426 (IRS Employer Identification Number) |
15202 Graham Street, Huntington Beach, CA (Address of principal executive offices) |
92649 (Zip Code) |
Registrants telephone number, including area code:
(714) 889-2200
(714) 889-2200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions (see General Instruction A.2. below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Table of Contents
ITEM 1.01. Entry into a Material Definitive Agreement
On June 24, 2010, pursuant to the previously
announced Exchange Letter Agreement dated June 14, 2010 (the Exchange Letter Agreement),
Quiksilver, Inc., a Delaware corporation (Quiksilver), and its subsidiaries Quiksilver Americas, Inc. (Quiksilver
Americas) and Mountain & Wave S.À.R.L. (Quiksilver Europe and, together with Quiksilver
Americas, the Borrowers), entered into an exchange agreement (the Exchange Agreement) with
Rhône Group LLC (Rhône) and Romolo Holdings C.V., Triton SPV L.P., Triton Onshore SPV L.P.,
Triton Offshore SPV L.P. and Triton Coinvestment SPV L.P. (collectively, the Lenders). Rhône is
the administrative agent under the Credit Agreement, dated July 31, 2009, among Quiksilver,
Quiksilver Americas, Rhône and the Lenders (the U.S. Term Facility), and the Credit Agreement,
dated July 31, 2009, among Quiksilver, Quiksilver Europe, Rhône and the Lenders (the European Term
Facility and, together with the U.S. Term Facility, the Rhône Term Facilities). The Exchange Agreement gives effect to the Exchange Letter Agreement and, pursuant to the Exchange Agreement, the parties terminated the Exchange Letter Agreement.
Pursuant to the Exchange Agreement, subject to customary closing conditions, Quiksilver, the
Borrowers, Rhône and the Lenders have agreed to exchange $75 million of the principal balance
outstanding under the Rhône Term Facilities (the First Exchange) for an aggregate of 16,666,667
shares of Quiksilvers common stock (the Common Stock) at an exchange price of $4.50 per share.
In addition, the Borrowers have an option, exercisable until August 23, 2010, to require the Lenders to exchange a
portion of the remaining principal balance outstanding under the Rhône Term Facilities for an
additional number of shares of Common Stock at the same exchange price per share (the Standby
Exchange, and, together with the First Exchange, the Exchanges), provided that the number of
shares of Common Stock issuable pursuant to the Standby Exchange will not exceed the number of
shares of Common Stock that would result in a change of control under the debt agreements of
Quiksilver or its subsidiaries.
The Exchanges are subject to customary closing conditions, including (1) if applicable, the filing of a
notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the
expiration or termination of the waiting period and any extension of such period thereunder; and
(2) the approval of Quiksilvers stockholders, as more fully discussed below. Quiksilver is required
to seek stockholder approval of the issuance of the shares of Common Stock pursuant to the
Exchanges under the listing rules of the New York Stock Exchange. If these conditions are not
satisfied, then the transactions contemplated by the Exchange Agreement will not occur. If the
First Exchange does not occur (i) because of a failure to obtain stockholder approval and
Quiksilver prepays any portion of the outstanding principal amount under the Rhône Term
Facilities within six months of such failure to obtain stockholder approval, (ii) because
Quiksilvers board of directors (the Board) changes its recommendation to the stockholders with
respect to the Exchanges or (iii) because of a material breach by Quiksilver of its obligations
under the Exchange Agreement, Rhône, as agent for the Lenders, is entitled to receive a termination
fee of $10 million in the aggregate. Rhône, as agent for the Lenders, is not entitled to receive
the termination fee under any other circumstances and the termination fee is the exclusive remedy
of Rhône and the Lenders as a result of a termination of the Exchange Agreement by Quiksilver or
Rhône and the Lenders.
In addition, the Exchange Agreement provides that Quiksilver, Rhône and the Lenders will enter
into a stockholders agreement (the Stockholders Agreement), substantially in the form attached to the Exchange Agreement included hereto as Exhibit 10.1, at the closing of the First Exchange.
The Stockholders Agreement will provide that, among other things, Rhône Capital III L.P. and the Lenders will be entitled to (i) customary
registration rights and preemptive rights in respect of the Common Stock issued pursuant to the
Exchanges on the same basis as set forth in the Warrant Agreement (defined below), and (ii) information
rights similar to certain provisions to those set forth under the U.S. Term Facility, and that each of Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P. (together, the Appointing Funds) will be entitled to designate a director
to the Board; provided, however, that if the Lenders sell one-third or more of the Common Stock
they received in the Exchanges to any persons other than affiliates, then only Triton Onshore SPV L.P. shall be
entitled to designate a director pursuant to the Stockholders Agreement, and if the Lenders sell
two-thirds or more of the Common Stock they received in the Exchanges to any persons other than
affiliates, then Triton Onshore SPV L.P.s right to designate a director pursuant to the Stockholders Agreement shall
terminate; provided further, however, that for so long as any directors designated by the Appointing Funds pursuant to the existing Warrant and Registration Rights Agreement, dated July 31, 2009, among
Quiksilver, Rhône Capital III L.P. and the Lenders (the Warrant Agreement), serve on the Board,
then such directors shall be counted as directors designated by the Appointing Funds for purposes of the
Stockholders Agreement. Rhône currently has two directors on the Board pursuant to the Appointing Funds
rights to appoint directors under the Warrant Agreement, subject to ownership requirements with
respect to the shares underlying the warrants, or the warrants, as applicable, that are similar to
those described above. Further, the Stockholders Agreement will provide that the Lenders will be
subject to certain transfer and standstill restrictions, subject to certain exceptions and
ownership requirements.
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The Exchange Agreement also provides for reimbursement of expenses incurred by Rhône in
connection with the Exchanges, subject to certain limitations. In addition, at the closing, Quiksilver has agreed to pay Rhône, as agent for the Lenders, an exchange fee of 4.75% of the principal
amount of the term loans exchanged in the First Exchange, and, if exercised, of the principal
amount of the term loans exchanged in the Standby Exchange.
The foregoing summary of the Exchange Agreement and the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to
the Exchange Agreement and the Stockholders Agreement (included as an exhibit to the Exchange Agreement), which is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
This report contains forward-looking statements including but not limited to statements
regarding the Quiksilvers financing activities and other future activities. These forward-looking
statements are subject to risks and uncertainties, and actual results may differ materially.
Certain factors that may cause actual results to differ materially include, without limitation,
our ability to obtain stockholder approval of the exchanges described above or the failure to
satisfy other conditions to complete the exchanges, and a delay in completing any of the
transactions described above. Please refer to Quiksilvers SEC filings for more information on the
other factors that could cause actual results to differ materially from expectations, specifically
the sections titled Risk Factors and Forward-Looking Statements in Quiksilvers Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q.
Item 1.02. Termination of a Material Definitive Agreement
As described in Quiksilvers Current Report on Form 8-K filed with the SEC on June 15, 2010, Quiksilver,
the Borrowers, Rhône and the Lenders entered into the Exchange Letter Agreement. The Exchange Agreement gives effect to the terms of the Exchange Letter Agreement.
See the discussion regarding the termination of the Exchange Letter Agreement in connection with the execution of
the Exchange Agreement under Item 1.01, which is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
See the discussion of the Common Stock of Quiksilver to be issued pursuant to the Exchange
Agreement under Item 1.01. The shares of Common Stock are being offered in reliance upon the
exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
Item 8.01. Other Events.
In
addition to disclosing the information under Item 1.01, Item 1.02 and Item 3.02, Quiksilver is filing this
Current Report on Form 8-K to retrospectively recast portions of Quiksilvers Annual Report on Form 10-K for
the fiscal year ended October 31, 2009 (the 2009 Form 10-K), filed on January 12, 2010, to reflect the
adoption of new accounting guidance related to the presentation of noncontrolling interests at the beginning of fiscal 2010.
Quiksilver adopted the new accounting guidance at the beginning of its fiscal year ending October 31, 2010,
and the guidance was implemented in Quiksilvers Quarterly Reports on Form 10-Q for the quarters ended
January 31 and April 30, 2010. The portions of the 2009 Form 10-K that are included in the Current Report on
Form 8-K are being revised only to conform to such presentation. This will permit Quiksilver to incorporate the recast
portions of the 2009 Form 10-K by reference in future filings with the Securities and Exchange Commission.
The
impact of adoption of the new accounting guidance is summarized in Note 1 to the Consolidated Financial Statements in
the section subtitled Adjustment for Retrospective Application of New Accounting Standard Adopted on
November 1, 2009 of Part II, Item 8. Financial Statements and Supplementary Data, as updated in
Exhibit 99.3.
The
impact of the adoption of the accounting guidance is reflected in the following sections of the 2009 Form 10-K, which
are attached hereto as Exhibits 99.1, 99.2, and 99.3:
| Part II, Item 6. Selected Financial Data (Exhibit 99.1) | ||
| Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations (Exhibit 99.2) | ||
| Part II, Item 8. Financial Statements and Supplementary Data (Exhibit 99.3) |
This Current Report on Form 8-K contains only the sections and exhibits to the 2009 Form 10-K
that are being revised. The sections of and exhibits to our 2009 Form 10-K as originally filed,
including, without limitation, Part II, Item 7A. Quantitative and Qualitative Disclosures about
Market Risk, which are not included herein, were not impacted by the adoption of the new
accounting guidance and remain unchanged. All information in this filing, as well as the unchanged
sections and exhibits to our 2009 Form 10-K, are as of October 31, 2009 and do not reflect events
occurring after the date of the 2009 Form 10-K filing, except for (1) certain amounts recast as
described in the
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Significant Accounting Policies note and disclosures affected by the adoption of the new accounting
guidance, and (2) with respect to Items 7 and 8, the updated goodwill and intangible assets disclosure in the Critical Accounting Policies and in the Significant Accounting Policies note, as disclosed in our Quarterly Report on Form 10-Q for the quarter ended April 30, 2010.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report
Exhibit | ||
Number | Description | |
10.1
|
Exchange Agreement (including form of Stockholders Agreement) | |
23.1
|
Consent of Deloitte & Touche LLP | |
99.1
|
Part II, Item 6. Selected Financial Data | |
99.2
|
Part II, Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations | |
99.3
|
Part II, Item 8. Financial Statements and Supplementary Data |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
QUIKSILVER, INC. |
||||
Date: June 25, 2010 | By: | /s/ Joseph Scirocco | ||
Joseph Scirocco | ||||
Chief Financial Officer and Chief Operating Officer | ||||
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