The 2018 Notes will be issued at 99.483% of their face value and the 2020 Notes will be issued at 98.757% of their face value. The offering is expected to close on July 16, 2013, subject to customary closing conditions.
The Notes will be general senior obligations of the Issuers and will be fully and unconditionally guaranteed on a senior basis by certain of Quiksilver’s current and future U.S. subsidiaries.
The 2018 Notes and the related guarantees will be secured by
(1) a second-priority security interest in the current assets of the Issuers and the guarantors, together with all related general intangibles (excluding intellectual property rights) and other property related to such assets, including the proceeds thereof, which assets secure Quiksilver’s asset-based revolving credit facility on a first-priority basis; and
(2) a first-priority security interest in substantially all other property (including intellectual property rights) of the Issuers and the guarantors and a first-priority pledge of 100% of the equity interests of certain subsidiaries directly owned by the Issuers and the guarantors (but excluding equity interests of applicable foreign subsidiaries of the Issuers and the guarantors possessing more than 65% of the total combined voting power of all classes of equity interests of such applicable foreign subsidiaries entitled to vote) and the proceeds of the foregoing. The 2020 Notes will not be secured.
Quiksilver intends to use the proceeds of the offering to redeem all of its outstanding 6.875% senior notes due April 15, 2015, to repay in full and terminate its existing term loan, to pay down a portion of the outstanding amounts under its new asset-based revolving credit facility and to pay related fees and expenses. The foregoing does not constitute a notice of redemption for any outstanding senior notes.
The Issuers are offering the Notes and related guarantees in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Issuers are offering the Notes and related guarantees within the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States only to non-U.S. investors in accordance with Regulation S under the Securities Act.
The Notes and related guarantees have not been registered under the Securities Act or the securities laws ofany other jurisdiction. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
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