ACCO BRANDS Corp 8-K, filed Mar 2, 2021
ACCO BRANDS Corp (ACCO)
About this 8-K
ACCO BRANDS Corp filed this 8-K on March 2, 2021, reporting on events of March 1, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Section 8 – Other Events
| Item 8.01. | Other Events. |
On March 1, 2020, ACCO Brands Corporation (the “Company”) announced that it had priced at par $575 million aggregate principal amount of 4.25% senior unsecured notes due 2029 (the “New Notes”). The Company also announced that it issued a conditional notice of redemption for all $375 million outstanding principal amount of its 5.25% senior notes due 2024 (the “Existing Notes”). Proceeds from the offering of the New Notes will be applied toward the redemption price of the Existing Notes, the repayment of approximately $180 million of the Company’s outstanding borrowings under its secured revolving credit facility and to pay fees and expenses related to the offering of New Notes. A copy of the press release announcing the Company’s pricing of its New Notes is filed herewith as Exhibit 99.1 to this Form 8-K.
The New Notes referred to in this Form 8-K 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 within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to purchase the New Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Section 9 – Financial Statements and Exhibits
Item 9.01 – Financial Statements and Exhibits
| (d) | Exhibits | |
| 99.1 | Press Release dated March 1, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
Statements contained in or incorporated by reference into this Form 8-K, other than statements of historical fact, including statements regarding the Company’s intention to complete the offering of New Notes, redeem its Existing Notes and repay of portion of its outstanding credit facility borrowings, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to it at the time such statements are made. These statements, which are generally identifiable by the use of the words “will,” “believe,” “expect,” “intend,” “anticipate,” “estimate,” “forecast,” “project,” “plan,” and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and the Company undertakes no duty or obligation to update them whether as a result of new information, future events or otherwise. Because actual results may differ materially from those suggested or implied by such forward-looking statements, you should not place undue reliance on them when deciding whether to buy, sell or hold the Company’s securities.
Among the factors that could cause the Company’s actual results to differ materially from these forward-looking statements are general market and other conditions that may adversely impact the Company’s ability to complete the offering of New Notes and the redemption of Existing Notes, as well as the other risks and uncertainties described in “Part I, Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in other reports the Company files with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
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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.
| ACCO BRANDS CORPORATION (Registrant) | ||
| Date: March 1, 2021 | ||
| By: | /s/Neal V. Fenwick | |
| Neal V. Fenwick | ||
| Executive Vice President and Chief Financial Officer | ||
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Exhibit 99.1
ACCO Brands Corporation Prices Private
Offering of
$575 Million of Senior Unsecured Notes
LAKE ZURICH, Ill., March 1, 2021—ACCO Brands Corporation (NYSE: ACCO), one of the world’s largest designers, marketers and manufacturers of branded academic, consumer and business products, today announced that it priced a private offering of $575 million in aggregate principal amount of 4.25% Senior Unsecured Notes due 2029. The price to investors will be 100% of the aggregate principal amount of the notes. The company expects to close the offering on March 15, 2021, subject to customary closing conditions.
The company intends to use the proceeds from the offering to redeem all $375 million outstanding principal amount of its 5.25% Senior Unsecured Notes due December 2024, to repay approximately $180 million in outstanding borrowings under the Company’s secured revolving credit facility and to pay fees and expenses related to the offering of notes.
The notes have been offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended, and outside of the United States only to non-U.S. investors pursuant to Regulation S. The notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Offers of the notes will be made only by means of a private offering memorandum. This press release is for informational purposes only and does not constitute a notice of redemption.
About ACCO Brands Corporation
ACCO Brands Corporation is one of the world’s largest designers, marketers and manufacturers of branded academic, consumer and business products. Our widely recognized brands include AT-A-GLANCE®, Barrilito®, Derwent®, Esselte®, Five Star®, Foroni®, GBC®, Hilroy®, Kensington®, Leitz®, Mead®, PowerA®, Quartet®, Rapid®, Rexel®, Swingline®, Tilibra®, Wilson Jones®, and many others. Our products are sold in more than 100 countries around the world.
Forward-Looking Statements
Statements contained in this press release, other than statements of historical fact, particularly statements regarding our intention to complete the offering of notes, redeem our existing notes and repay a portion of our outstanding revolving credit facility borrowings, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the beliefs and assumptions of management based on information available to us at the time such statements are made. These statements, which are generally identifiable by the use of the words "will," "believe," "expect," "intend," "anticipate," "estimate," "forecast," "project," "plan," and similar expressions, are subject to certain risks and uncertainties, are made as of the date hereof, and we undertake no duty or obligation to update them whether as a result of new information, future events or otherwise. Because actual results may differ materially from those suggested or implied by such forward-looking statements, you should not place undue reliance on them when deciding whether to buy, sell or hold the company’s securities.
Among the factors that could cause our actual results to differ materially from these forward-looking statements are general market and other conditions that may adversely impact our ability to complete the notes offering and the redemption of our existing notes, as well as the other risks and uncertainties described in "Part I, Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020 and in other reports we file with the Securities and Exchange Commission. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
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| (847) 796-4320 | (937) 974-8162 |
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