WOLVERINE WORLD WIDE INC / DE /: entering into a material definitive agreement, creating a direct financial obligation or obligation under a registrant’s off-balance sheet arrangement, financial statements and supporting documents (Form 8- K)


Item 1.01 Conclusion of a Material Definitive Agreement.

At 21 October 2021, Wolverine Worldwide, Inc. (the “Company”) entered into a 2021 Replacement Facility Amendment and Reaffirmation Agreement (the “Amendment”) to its credit agreement, dated July 31, 2012 (as previously amended and updated as of October 10, 2013, as amended and reworded on
July 13, 2015, as amended on September 15, 2016, as amended and updated as of December 6, 2018, as amended on May 5, 2020, the “Credit Agreement”), between the Company, the Additional Borrowers party to it, the Guarantors party to it, JP Morgan Chase Bank, NA, as administrative agent and as lender, and other lenders who are parties to it.

The Amendment amended and updated the Credit Agreement to, inter alia: (i) provide for a Term Loan Facility A (the “Term Facility”) in an aggregate principal amount of $ 200 million, which will replace the existing term loan facility under the Credit Agreement; (ii) provide for an enhanced revolving credit facility (the “Revolving Credit Facility” and, together with the Term Facility, the “Senior Credit Facilities”) with total commitments of $ 1 billion, an augmentation of $ 200 million of the existing $ 800 million Revolving credit facility; and (iii) set the LIBOR floor at 0%.

There was $ 310.0 million in principal of loans outstanding under the revolving facility at closing and approximately $ 5.9 million existing letters of credit were still issued under the revolving facility at closing.

Loans under the senior credit facilities bear interest at a variable rate equal to either (i) the applicable base rate or (ii) LIBOR, increased in each case by an interest margin determined by the ratio of Total net leverage of the Company, with a base rate range of margins of 0.125% to 1,000%, and a range of LIBOR margins of 1.125% to 2,000%. Commitment fees for unused capacity of the revolving facility are at a rate (also based on total net leverage) ranging from 0.150% to 0.300%.

The maturity date of the loans under the senior credit facilities has been extended to 21 October 2026.

Certain other changes have been made to the terms of the Senior Credit Facilities, including changes providing greater flexibility to the Company with respect to certain covenants.

The foregoing summary is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed attached as Exhibit 10.1 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

          Off-Balance Sheet Arrangement of a Registrant

The information presented in section 1.01 of this current report is incorporated by reference in section 2.03.

Item 9.01 Financial statements and supporting documents.

 (d) Exhibits:

              10.1     2021 Replacement Facility Amendment and Reaffirmation
                     Agreement, dated as of October 21, 2021 among the Company, the
                     Additional Borrowers party thereto, the Guarantors party
                     thereto, JP Morgan Chase Bank, N.A., as administrative agent and
                     as a lender, and the other lenders party thereto.

            104      Cover Page Interactive Data File (embedded within the Inline
                     XBRL document contained in Exhibit 101)


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