UNITED STATES
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
Date of Report (Date of earliest event reported): June 7, 2010
Wolverine World Wide, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-06024
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38-1185150 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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9341 Courtland Drive
Rockford, Michigan
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49351 |
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(Zip Code) |
Registrant’s telephone number, including area code: (616) 866-5500
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On June 7, 2010, Wolverine World Wide, Inc. (the “Company”) and certain of its foreign
subsidiaries (collectively, the “Foreign Subsidiary Borrowers”) entered into a Credit Agreement
(the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders
party thereto, which provides the Company with a revolving credit facility, including a swingline
facility and letter of credit facility, in an initial aggregate amount of up to $150,000,000,
subject to increase at the Company’s option pursuant to the terms thereof to a maximum aggregate
amount of up to $225,000,000.
The maturity date of the loans under the Credit Agreement is June 7, 2014. The loans may be
made in U.S. Dollars or foreign currencies as specified in the Credit Agreement. The applicable
interest rate per annum is, at the Company’s option, either (a) the Alternate Base Rate defined in
the Credit Agreement, plus a spread ranging from 0.50% to 1.30%, or (b) the Adjusted LIBO Rate
defined in the Credit Agreement, plus a spread ranging from 1.50% to 2.30%, with the spread in each
case dependent on the Company’s leverage ratio as calculated under the Credit Agreement. The
obligations of the Foreign Subsidiary Borrowers under the Credit Agreement are guaranteed by the
Company. The obligations of the Company under the Credit Agreement are guaranteed by certain of
its wholly-owned domestic subsidiaries. The loans under the Credit Agreement are unsecured.
The Credit Agreement contains representations and warranties, and affirmative and negative
covenants, customary for a transaction of this type and for a borrower of the Company’s size and
credit quality. The affirmative covenants include reporting obligations, notices of certain
events, preservation of existence, payment of taxes, maintenance of property and maintenance of
insurance. The negative covenants include limitations on additional indebtedness, limitations on
liens, limitations on mergers, consolidations and asset sales, limitations on investments,
limitations on swap agreements, limitations on restricted payments and limitations on transactions
with affiliates. Upon the occurrence of certain specified events of default, the principal amount
of the loans may be declared due and payable, together with accrued interest, by the Administrative
Agent or by lenders holding a majority of the commitments under the revolving credit facility.
The Credit Agreement replaced the Company’s prior Credit Agreement, also with JPMorgan Chase
Bank, N.A. as Administrative Agent, dated July 22, 2005 (“2005 Credit Agreement”).
The Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. This
description of the Credit Agreement does not purport to be complete and is qualified in its
entirety by reference to the terms of the Credit Agreement filed as Exhibit 10.1 hereto.
Item 1.02 Termination of a Material Definitive Agreement.
As described above, the Credit Agreement replaced the 2005 Credit Agreement. The 2005 Credit
Agreement was terminated, and all borrowings thereunder were repaid, effective as of June 7, 2010.
No termination penalties were incurred by the Company.
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