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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): November 30, 2022
CROCS, INC.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | | | | | | | |
Delaware |
| 0-51754 |
| 20-2164234 |
(State or other jurisdiction |
| (Commission File Number) |
| (I.R.S. Employer |
of incorporation) |
| |
| Identification No.) |
|
|
|
| 13601 Via Varra |
| | | |
| Broomfield, | | Colorado | | 80020 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (303) 848-7000
Not Applicable
(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))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class: | Trading symbol: | Name of each exchange on which registered: | |
| Common Stock, par value $0.001 per share | CROX | The Nasdaq Global Select Market | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.45) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 30, 2022, Crocs, Inc. (the “Company”) and its subsidiaries, Crocs Retail, LLC, Jibbitz, Inc., Colorado Footwear C.V. and Crocs Europe B.V., as borrowers, and the guarantors named therein, entered into the Fifth Amendment to the Second Amended and Restated Credit Agreement (the “Fifth Amendment”), with the lenders party thereto, Bank of America, N.A., London Branch, as alternative currency swing loan lender and PNC Bank, National Association, as administrative agent, U.S. dollar swing loan lender and issuing lender, which amended certain terms of the Second Amended and Restated Credit Agreement, dated July 26, 2019 (as amended, the “Credit Agreement”). The Credit Agreement provides for a senior revolving credit facility for the Company.
Pursuant to the Fifth Amendment, the Credit Agreement was amended to, among other things, (i) increase the total commitments under the PNC Credit Agreement by $150 million to $750 million, with the ability to increase total commitments by up to an additional $250 million (subject to certain conditions), (ii) extend the maturity date of the Credit Agreement to November 30, 2027, (iii) allow for certain alternative currency borrowings and (iv) amend certain other provisions to be more favorable to the Company. There were no material changes in the financial covenants or changes to the interest rates on outstanding borrowings under the Credit Agreement.
The foregoing summary of the Fifth Amendment does not purport to be complete and is subject to and is qualified in its entirety by the terms of the Fifth Amendment, which is attached hereto as Exhibit 10.1, and 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 in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | | | | |
Exhibit No. | | Description |
| 10.1** | | Fifth Amendment to Second Amended and Restated Credit Agreement, dated November 30, 2022, by and among Crocs, Inc., Crocs Retail, LLC, Jibbitz, Inc., Colorado Footwear C.V., Crocs Europe B.V., the guarantors named therein, the lenders named therein, Bank of America, N.A., London Branch, as alternative currency swing loan lender and PNC Bank, National Association, as administrative agent, U.S. dollar swing loan lender and issuing lender. |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
** Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules and exhibits to the Securities and Exchange Commission upon request.
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.
| | | | | | | | |
| CROCS, INC. |
| | |
| Date: December 1, 2022 | By: | /s/ Daniel P. Hart |
| | Daniel P. Hart |
| | Executive Vice President, Chief Legal and Risk Officer |