Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, Helen of Troy Limited, a Bermuda company (the
"Company"), entered into the Amended and Restated Credit Agreement, by and among
the Company, Helen of Troy Texas Corporation, a Texas corporation (the
"Borrower"), Bank of America, N.A., and the other lenders party thereto (as
amended, the "Credit Agreement"). A principal amount of $435.0 million was
borrowed on a revolving basis under the Credit Agreement in connection with the
closing of the acquisition of Osprey Packs, Inc. on December 29, 2021 (the
"Acquisition"). The proceeds of the borrowing and cash on hand were used to pay
all of the cash consideration payable for the Acquisition, including amounts for
cash acquired. Borrowings under the Credit Agreement bear interest, at the
Borrower's option, at annual rates of either the Base Rate or the Eurodollar
Rate (each as defined in the Credit Agreement), plus a margin based on the Net
Leverage Ratio (as defined in the Credit Agreement) of 0% to 1.0% and 1.0% to
2.0%, respectively, for Base Rate and Eurodollar Rate borrowings. The commitment
under the Credit Agreement terminates on March 13, 2025. The Company may repay
amounts borrowed at any time without penalty.
Additional details regarding the Credit Agreement are contained in Item 1.01
and Item 2.03 of the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 17, 2020 ("Prior 8-K") and are
incorporated herein by reference. The foregoing discussion of the terms of the
Credit Agreement is not complete and is subject to, and qualified in its
entirety by reference to, the Credit Agreement filed as Exhibit 10.1 to the
Prior 8-K.
Item 7.01 Regulation FD Disclosure.
On December 30, 2021, the Company issued a press release announcing the
successful completion of its previously-announced acquisition of Osprey Packs,
Inc. A copy of the Company's press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference. The information in this Form 8-K
provided under Item 7.01 and Exhibit 99.1 attached hereto are furnished to, but
shall not be deemed filed with, the Securities and Exchange Commission or
incorporated by reference into the Company's filings under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated December 30 , 2021
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
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