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):
August 2, 2016
MATTEL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-05647 | 95-1567322 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
| 333 Continental Boulevard, El Segundo, California |
90245-5012 | |
| (Address of principal executive office) | (Zip Code) |
(310) 252-2000
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On August 2, 2016, Mattel, Inc. (“Mattel”) entered into an Underwriting Agreement with the underwriters named therein pursuant to which Mattel will issue $350,000,000 aggregate principal amount of 2.350% Notes due 2021 (the “Notes”), upon the terms and conditions set forth therein. The Notes will be governed by the terms of the Indenture between Mattel and MUFG Union Bank, N.A., dated as of September 23, 2010 (the “Indenture”). Mattel intends to use the net proceeds from the sale of the Notes to repay, at their maturity date, all $300.0 million of its outstanding 2.500% notes due November 1, 2016. The balance of the net proceeds will be used for general corporate purposes.
Mattel will pay interest on the Notes semi-annually in arrears on February 15 and August 15, beginning on February 15, 2017. The Notes will mature on August 15, 2021. The Notes are senior unsecured debt obligations of Mattel and will rank equally in right of payment among themselves and with all of Mattel’s other existing and future senior unsecured indebtedness.
The Notes have been registered under the Securities Act of 1933 (the “Act”) pursuant to a Registration Statement on Form S-3 (No. 333-194430) (the “Registration Statement”) previously filed with the Securities and Exchange Commission (the “Commission”) by Mattel under the Act. Copies of the Underwriting Agreement and the form of the Notes are filed as exhibits hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired: None |
| (b) | Pro forma financial information: None |
| (c) | Shell company transactions: None |
| (d) | Exhibits: |
Mattel hereby files the following exhibits to, and incorporates such exhibits by reference in, the Registration Statement which was filed with the Commission on March 7, 2014 and supplemented by the Prospectus Supplement filed with the Commission on August 3, 2016, or otherwise pursuant to requirements of Form 8-K:
| Exhibit |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated August 2, 2016. | |
| 4.1 | Form of 2.350% Notes due 2021. | |
| 5.1 | Opinion of Sullivan & Cromwell LLP. | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1). | |
| 99.1 | Information relating to Item 14 of the Registration Statement. | |
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SIGNATURES
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.
| MATTEL, INC. | ||||||
| Date: August 5, 2016 | By: | /s/ Robert Normile | ||||
| Name: Title: | Robert Normile Executive Vice President, Chief Legal Officer and Secretary | |||||
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EXHIBIT INDEX
| Exhibits |
||
| 1.1 | Underwriting Agreement, dated August 2, 2016. | |
| 4.1 | Form of 2.350% Notes due 2021. | |
| 5.1 | Opinion of Sullivan & Cromwell LLP. | |
| 23.1 | Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1). | |
| 99.1 | Information relating to Item 14 of the Registration Statement. | |
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