Section 1 – Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
Second Amendment to Syndicated Facility Agreement
On December 14, 2018, Mattel, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Syndicated Facility Agreement, dated as of December 20, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and, as amended by the Amendment, the “Credit Agreement”), among the Company, as a borrower and guarantor thereunder, certain of the Company’s domestic and foreign subsidiaries, as additional borrowers and/or guarantors thereunder, Bank of America, N.A., as global administrative agent (“Administrative Agent”), collateral agent and Australian security trustee, and the other lenders and financial institutions party thereto.
The Amendment does not change the total revolving commitments or the maturity under the Existing Credit Agreement. The Amendment amends certain terms of the Existing Credit Agreement, which includes, but is not limited to, the expansion of eligibility criteria for accounts receivable and inventory included in the borrowing base. In support of the foregoing, two additional Mattel subsidiaries, Mattel Import Services, LLC (“MISL”) and Mattel Finco Europe B.V. (“Mattel Finco”) have been added as borrowers to the Credit Agreement. The Credit Agreement allows for certain inventory located in the Czech Republic and the Netherlands to be included in the borrowing base. Additionally, certain accounts receivable with account debtors located in Italy and Poland, as well as other countries agreed upon with the Administrative Agent, may be purchased by Mattel Finco and added to the borrowing base in the future.
The foregoing summary of the Amendment is qualified in its entirety by reference to the actual text of the Amendment, a copy of which is filed herewith as Exhibit 10.1.
Supplemental Indenture
As required by the Indenture, dated December 20, 2017 by and between the Company, the guarantors named therein and MUFG Union Bank, N.A., as Trustee (as amended, restated, supplemented or otherwise modified from time to time, the “Indenture”), MISL was added as a guarantor thereunder pursuant to a supplemental indenture, dated December 14, 2018 to the Indenture (the “Supplemental Indenture”).
The foregoing summary of the Supplemental Indenture is qualified in its entirety by reference to the actual text of the Supplemental Indenture, a copy of which is filed herewith as Exhibit 4.1
