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): March 10, 2017
MOHAWK INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 01-13697 | 52-1604305 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
160 South Industrial Blvd., Calhoun, Georgia | 30701 | |||
(Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (706) 629-7721
(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):
¨ Written communication pursuant to Rule 425 under 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 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act CFR 240.17R 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 10, 2017, Mohawk Industries, Inc. (the “Company”) entered into an extension agreement by and among the Company and certain of its subsidiaries, as borrowers, Wells Fargo Bank, National Association, as administrative agent, swing line lender, and an L/C issuer, and the other lenders party thereto (the “Extension Agreement”) to extend the term of its existing $1.8 billion senior, unsecured amended and restated credit facility, which the Company entered into on March 26, 2015 (as amended or modified from time to time, the “Senior Credit Facility”). The Extension Agreement extends the maturity date of the Senior Credit Facility from March 26, 2021 to March 26, 2022 with respect to all but $105 million of the total amount committed under the Senior Credit Facility. All other material terms and conditions of the Senior Credit Facility remain in full force and effect.
The foregoing description of the Extension Agreement does not purport to be a complete summary and is qualified in its entirety by reference to the full text of the Extension Agreement, which is filed as Exhibit 10.1 to this report and incorporated herein by reference. The information regarding the Senior Credit Facility set forth in the Company’s Current Reports on Form 8-K filed on March 27, 2015 and March 4, 2016 is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
The documents included as exhibits to this report are filed solely to provide information about their terms, are not intended to provide any factual or other information about the Company or the other parties to the agreements, and should not be relied upon by investors for any other purpose.
(d) Exhibits
10.1 Extension Agreement, dated as of March 10, 2017, by and among the Company and certain of its subsidiaries, as borrowers, Wells Fargo Bank, National Association, as administrative agent, swing line lender, and an L/C issuer, and the other lenders party thereto.
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.
Mohawk Industries, Inc. | ||||||
Date: | March 13, 2017 | By: | /s/ R. David Patton | |||
R. David Patton | ||||||
Vice President - Business Strategy, General Counsel and Secretary | ||||||
INDEX TO EXHIBITS
Exhibit | |||
10.1 | Extension Agreement, dated as of March 10, 2017, by and among the Company and certain of its subsidiaries, as borrowers, Wells Fargo Bank, National Association, as administrative agent, swing line lender, and an L/C issuer, and the other lenders party thereto. | ||
EXTENSION AGREEMENT
March 10, 2017
Wells Fargo Bank, National Association, as Administrative Agent under the Credit Agreement referred to below
Wells Fargo Bank, National Association
7000 Central Parkway, Suite 600
Atlanta, GA 30328
Ladies and Gentlemen:
Reference is made to (i) the Amended and Restated Credit Agreement, dated as of March 26, 2015 (as amended, restated, modified or otherwise supplemented from time to time prior to the date hereof, the “Credit Agreement”), among Mohawk Industries, Inc., a Delaware corporation (the “Company”), certain Subsidiaries of the Company party thereto (together with the Company, collectively, the “Borrowers”), the banks and other financial institutions party thereto as Lenders, and Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and an L/C Issuer, and (ii) the Company’s notice of extension request, dated January 26, 2017, requesting an extension of the Maturity Date to March 26, 2022 (the “Extension Request”). Unless otherwise indicated, capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.
Solely in connection with the extension of the Maturity Date to March 26, 2022 as set forth in the Extension Request, each undersigned Lender agrees, subject to the Administrative Agent’s receipt of the documents described in Sections 2.19(f) and (g) of the Credit Agreement, to extend the Maturity Date applicable to such Lender’s Commitment to March 26, 2022, such extension to be effective on March 10, 2017.
This Extension Agreement shall be construed in accordance with and governed by the law of the State of New York. Except as specifically provided above, (i) the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects by the parties hereto, and (ii) the execution and delivery of this Extension Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any Loan Documents. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
[Signature pages follow]
Extension Agreement - Mohawk Industries, Inc. (2017)
BARCLAYS BANK PLC,
By: /s/ May Huang
Name: May Huang
Title: Assistant Vice President
Branch Banking and Trust Company
By: /s/ Bradley B. Sands
Name: Bradley B. Sands
Title: Vice President
Bank of America, N.A.
By: /s/ David McCauley
Name: David McCauley
Title: Senior Vice President
Fifth Third Bank
By: /s/ David McCauley
Name: David McCauley
Title: Senior Vice President
ING Bank N.V., Dublin Branch
By: /s/ Cormac Langford
Name: Cormac Langford
Title: Vice President
By: /s/ Sean Hassett
Name: Sean Hassett
Title: Director
JPMORGAN CHASE BANK, N.A.
By: /s/ Blakely Engel
Name: Blakely Engel
Title: Vice President
Extension Agreement - Mohawk Industries, Inc. (2017)
KBC BANK N.V., as a Lender
By: /s/ Dheli Dratwa
Name: Dheli Dratwa
Title: Analyst
By: /s/ Tom Lalli
Name: Tom Lalli
Title: Managing Director
MIZUHO BANK, LTD., as a Lender
By: /s/ Donna DeMagistris
Name: Donna DeMagistris
Title: Authorized Signatory
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By: /s/ Mustafa Khan
Name: Mustafa Khan
Title: Director
PNC Bank, National Association
By: /s/ Robb Hoover
Name: Robb Hoover
Title: Vice President
SUNTRUST BANK, as a Lender
By: /s/ Shannon Offen
Name: Shannon Offen
Title: Director
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Kara P. Van Duzee
Name: Kara P. Van Duzee
Title: Vice President
Extension Agreement - Mohawk Industries, Inc. (2017)
UniCredit Bank AG, New York Branch
By: /s/ Priya Trivedi
Name: Priya Trivedi
Title: Associate Director
By: /s/ Douglas Riahi
Name: Douglas Riahi
Title: Managing Director
Extension Agreement - Mohawk Industries, Inc. (2017)
AGREED AND ACCEPTED:
MOHAWK INDUSTRIES, INC.
By: /s/ Shailesh Bettadapur
Name: Shailesh Bettadapur
Title: Vice President and Treasurer
ALADDIN MANUFACTURING CORPORATION
By: /s/ Shailesh Bettadapur
Name: Shailesh Bettadapur
Title: Vice President and Treasurer
DAL-TILE DISTRIBUTION, INC.
By: /s/ Shailesh Bettadapur
Name: Shailesh Bettadapur
Title: Vice President and Treasurer
MOHAWK UNITED INTERNATIONAL B.V.
By: /s/ Barara M. Goetz By: /s/ Loes Pieternel de Bot
Name: Shailesh Bettadapur Name: Loes Pieternel de Bot
Title: B director Title: A director
MOHAWK FOREIGN HOLDINGS S.À R.L.
By: /s/ Cornelis Martinus Verhaaren By: /s/ John Kleynhans
Name: Cornelis Martinus Verhaaren Name: John Kleynhans
Title: A manager Title: B manager
MOHAWK INTERNATIONAL HOLDINGS S.À R.L.
By: /s/ Cornelis Martinus Verhaaren By: /s/ John Kleynhans
Name: Cornelis Martinus Verhaaren Name: John Kleynhans
Title: A manager Title: B manager
Extension Agreement - Mohawk Industries, Inc. (2017)
UNILIN BVBA
By: /s/ William C. Wellborn By: /s/ Mike Cuvelier
Name: W. Christopher Wellborn Name: Mike Cuvelier
Title: A manager Title: B manager
MOHAWK FOREIGN FUNDING S.À R.L.
By: /s/ Cornelis Martinus Verhaaren By: /s/ John Kleynhans
Name: Cornelis Martinus Verhaaren Name: John Kleynhans
Title: A manager Title: B manager
Executed by Premium Floors Australia Pty Ltd in accordance with section 127 of the Corporations Act 2001 (Cth): | |||
/s/ Frank Boykin | /s/ Paul De Cock | ||
Signature of director | Signature of director | ||
Frank Boykin | Paul De Cock | ||
Full name of director | Full name of director | ||
Extension Agreement - Mohawk Industries, Inc. (2017)
Wells Fargo Bank, National Association,
as Administrative Agent, Issuing Bank,
Swing Line Lender and a Lender
By: /s/ Kay Reedy
Name: Kay Reedy
Title: Managing Director
Extension Agreement - Mohawk Industries, Inc. (2017)