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): August 19, 2021
UNDER ARMOUR, INC.
(Exact name of registrant as specified in its charter)
Maryland | 001-33202 | 52-1990078 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
1020 Hull Street, Baltimore, Maryland | 21230 | |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (410) 454-6428
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock | UAA | New York Stock Exchange | ||
Class C Common Stock | UA | New York Stock Exchange | ||
(Title of each class) | (Trading Symbols) | (Name of each exchange on which registered) |
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-4c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 August 19, 2021, Under Armour, Inc. (the “Company”) entered into, with each of JPMorgan Chase Bank, National Association, Citibank, N.A. and HSBC Bank USA, National Association, termination agreements (the “Termination Agreements” and each, a “Termination Agreement”) relating to a portion of the capped call transactions that were previously entered into by the Company in connection with the issuance of its 1.50% Convertible Senior Notes due 2024 (the “2024 Notes”). Such Termination Agreements relate to a number of options corresponding to the number of 2024 Notes subject to exchange pursuant to the Exchange Agreements described below. Pursuant to such Termination Agreements, each of JPMorgan Chase Bank, National Association, Citibank, N.A. and HSBC Bank USA, National Association will pay the Company a cash settlement amount in respect of the portion of capped call transactions being terminated, which cash settlement amounts will be determined based upon the volume-weighted average price per share of the Company’s Class C common stock during an averaging period, commencing on August 23, 2021.
The foregoing description of the Termination Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Termination Agreements, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth in Item 1.01 is incorporated by reference into this Item 1.02.
Item 3.02 | Unregistered Sales of Equity Securities. |
On August 19, 2021, the Company entered into exchange agreements (the “Exchange Agreements” and each, an “Exchange Agreement”) with certain holders (the “Noteholders”) of the 2024 Notes. The Noteholders have agreed to exchange approximately $169.1 million in aggregate principal amount of the Company’s outstanding 2024 Notes for cash and shares of the Company’s Class C common stock, plus payment for accrued and unpaid interest. The number of shares of Class C common stock to be issued by the Company to the Noteholders will be determined based upon a volume-weighted average price per share of Class C common stock during an averaging period, commencing on August 23, 2021.
The Company’s shares of Class C common stock to be issued in connection with the exchange will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act in a transaction by an issuer not involving a public offering.
The 2024 Notes to be exchanged represent approximately 68% of the outstanding principal amount, with approximately $80.9 million in aggregate principal amount remaining outstanding following the exchange. The Company’s annual interest payments will be reduced by approximately $2.5 million.
The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Exchange Agreements, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01 | Regulation FD Disclosure. |
On August 19, 2021, the Company issued a press release relating to the transactions contemplated by the Exchange Agreements and the Termination Agreements, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.2.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit 10.1 | Form of Termination Agreement, dated as of August 19, 2021, by and between Under Armour, Inc. and the applicable capped call counterparty. | |
Exhibit 99.1 | Form of Exchange Agreement, dated as of August 19, 2021, by and between Under Armour, Inc. and the applicable Noteholder. | |
Exhibit 99.2 | Under Armour, Inc. press release dated August 19, 2021. | |
Exhibit 101 | XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
UNDER ARMOUR, INC. | ||||||
Date: August 19, 2021 | By: | /s/ David E. Bergman | ||||
Name: | David E. Bergman | |||||
Title: | Chief Financial Officer |