UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 1, 2018 |
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Cimpress N.V.
(Exact Name of Registrant as Specified in Its Charter)
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The Netherlands | 000-51539 | 98-0417483 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
Hudsonweg 8 | ||
Venlo | 5928 LW | |
The Netherlands | (Zip Code) | |
(Address of Principal Executive Offices) | ||
Registrant’s telephone number, including area code: 31-77-850-7700
Not applicable
(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)) | |||
Indicate by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12.b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure
In conjunction with the notes offering described below, Cimpress N.V. ("Cimpress") expects to amend its credit facility to increase the size of the revolver to about $840 million, lower the interest rate spread to LIBOR plus 1.375% to 2.0% depending on leverage, and increase the total leverage covenant by 0.25 times trailing twelve month EBITDA. The senior secured covenant is expected to remain at 3.25 times trailing twelve month EBITDA. We expect to close this transaction on or about the date of the notes issuance.
Item 8.01. Other Events
On June 1, 2018, Cimpress priced its previously announced private offering of $400.0 million in aggregate principal amount of 7.0% senior notes due 2026 (the "notes"). The notes will pay interest on a semi-annual basis. The price to investors will be 100% of the principal amount of the notes. The issuance of the notes is expected to close on June 15, 2018, subject to customary closing conditions.
The notes are being sold 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 non-U.S. persons outside the United States under Regulation S under the Securities Act.
The press release announcing the pricing of the offering is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 shall constitute an offer to sell or the solicitation of an offer to buy any notes, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits
Exhibit No. | Description | ||
Press release dated June 1, 2018 entitled “Cimpress Prices Offering of Senior Notes” | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
June 1, 2018 Cimpress N.V.
By: | /s/ Sean E. Quinn | |
Sean E. Quinn | ||
Executive Vice President and Chief Financial Officer | ||
Contacts:
Investor Relations:
Jenna Berg
ir@cimpress.com
+1.781.652.6480
Media Relations:
Paul McKinlay
mediarelations@cimpress.com
Cimpress Prices Offering of Senior Notes
Venlo, the Netherlands, June 1, 2018 -- Cimpress N.V. (Nasdaq: CMPR) today announced it has priced the previously announced private offering of $400.0 million in aggregate principal amount of 7.0% senior notes due 2026 (the "notes"). The notes will pay interest on a semi-annual basis. The price to investors will be 100% of the principal amount of the notes. The issuance of the notes is expected to close on June 15, 2018, subject to customary closing conditions.
We intend to use the net proceeds of this offering to fund the redemption of all of our existing senior notes due 2022 and the satisfaction and discharge of the indenture governing the existing senior notes, repay indebtedness outstanding under our revolving credit facility, and to fund the payment of all related fees and expenses.
The notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act, and other applicable securities laws. Within the United States, the notes will only be offered to investors who are “qualified institutional buyers,” as defined in Rule 144A under the Securities Act. Outside the United States, the notes will only be offered to investors who are persons other than “U.S. persons,” as defined in Rule 902 under the Securities Act, in offshore transactions in reliance upon Regulation S under the Securities Act.
This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Some of the statements in this press release are “forward-looking” and are made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These “forward-looking” statements include statements relating to, among other things, the offering of the notes and the intended use of proceeds of the notes. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this press release, including market conditions and the risks and uncertainties referenced from time to time in our filings with the Securities and Exchange Commission. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.