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 | |
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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): | ||||
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered | |||
Global Select Market | |||||
Item 8.01. Other Events
On February 11, 2020, Cimpress priced its previously announced private offering of $200.0 million in aggregate principal amount of 7.0% senior notes due 2026 (the "notes").
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
(d) Exhibits
Exhibit | ||
No. | Description | |
Press release dated February 11, 2020, entitled “Cimpress Prices Offering of Senior Notes" | ||
104 | Cover Page Interactive Data File, formatted in iXBRL | |
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.
February 11, 2020 | Cimpress plc |
By: | /s/ Sean E. Quinn | |
Sean E. Quinn | ||
Executive Vice President and Chief Financial Officer | ||
Contacts: Investor Relations: Julie McMahon ir@cimpress.com +1.781.652.6480 Media Relations: Paul McKinlay mediarelations@cimpress.com Cimpress Prices Offering of Senior Notes Dundalk, Ireland, February 11, 2020 -- Cimpress plc (Nasdaq: CMPR) today announced it has priced the previously announced private offering of $200.0 million in aggregate principal amount of 7.0% Senior Notes due 2026 (the "new notes"). The new notes will be issued as additional notes under an indenture, dated as of June 15, 2018, as supplemented, under which we previously issued $400.0 million in aggregate principal amount of our 7.0% Senior Notes due 2026. The new notes will pay interest on a semi-annual basis. The price to investors will be 105.25% of the principal amount of the new notes. The issuance of the new notes is expected to close on February 13, 2020, subject to customary closing conditions. We intend to use the net proceeds of this offering to repay a portion of the indebtedness outstanding under our senior secured credit facilities, and to fund the payment of all related fees and expenses. The new notes proposed to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States or to any U.S. persons absent registration under the Securities Act, or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The new notes will be offered only to "qualified institutional buyers" under Rule 144A of the Securities Act or, outside the United States, to persons other than "U.S. persons" in compliance with Regulation S under the Securities Act. This press release is neither an offer to sell nor the solicitation of an offer to buy the new notes or any other 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 new notes and the intended use of proceeds of the new 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 the Company’s filings with the Securities and Exchange Commission. The Company expressly disclaims 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.