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): June 12, 2020 (June 9, 2020)
MOHAWK INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
Delaware | | 01-13697 | | 52-1604305 |
(State or other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
160 South Industrial Blvd.
Calhoun, Georgia 30701
(Address of principal executive offices) (Zip Code)
(706) 629-7721
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under 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 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act CFR 240.17R 240.13e-4(c)) |
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. ☐
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, $.01 par value | | MHK | | New York Stock Exchange |
Floating Rate Notes due 2021 | | | | New York Stock Exchange |
2.000% Senior Notes due 2022 | | | | New York Stock Exchange |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 12, 2020, Mohawk Capital Finance S.A. (“Mohawk Finance”), an indirect wholly-owned subsidiary of Mohawk Industries, Inc. (the “Company”) that provides financing for the Company through the issuance of debt securities, completed a public offering of €500,000,000 aggregate principal amount of its 1.750% Senior Notes due 2027 (the “Notes”). The offering of the Notes was made pursuant to the Company’s and Mohawk Finance’s shelf registration statement on Form S-3 (File No. 333-238010) filed with the Securities and Exchange Commission on May 5, 2020, a preliminary prospectus supplement, dated June 9, 2020, and a prospectus supplement, dated June 9, 2020, related to the offering of the Notes, each as filed with the Securities and Exchange Commission.
The Notes are senior unsecured obligations of Mohawk Finance and will rank equally in right of payment with all of Mohawk Finance’s other existing and future senior unsecured indebtedness. The Notes are fully, unconditionally and irrevocably guaranteed by the Company on a senior unsecured basis (the “Guarantee” and, together with the Notes, the “Securities”).
In connection with the offering of the Notes, Mohawk Finance and the Company entered into an Underwriting Agreement, dated June 9, 2020 (the “Underwriting Agreement”), between Mohawk Finance, the Company, BNP Paribas, J.P. Morgan Securities plc, Merrill Lynch International, Mizuho International plc, PNC Capital Markets LLC, Wells Fargo Securities, LLC, UniCredit Bank AG, Barclays Bank PLC, U.S. Bancorp Investments, Inc., Suntrust Robinson Humphrey, Inc., Goldman Sachs & Co. LLC, and KBC Bank NV (collectively, the “Underwriters”). Pursuant to the Underwriting Agreement, Mohawk Finance agreed to sell the Notes to the Underwriters, and the Underwriters agreed to purchase the Notes for resale to the public. The Underwriting Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions whereby the Company and Mohawk Finance, on the one hand, and the Underwriters, on the other hand, have agreed to indemnify each other against certain liabilities and will contribute to payments the other party may be required to make in respect thereof.
The Securities were issued pursuant to an Indenture dated as of September 11, 2017 among Mohawk Finance, as issuer, the Company, as parent guarantor, and U.S. Bank National Association, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by a Fourth Supplemental Indenture dated as of June 12, 2020 among Mohawk Finance, as issuer, the Company, as the parent guarantor, the Trustee, as trustee, registrar and transfer agent, and Elavon Financial Services DAC, as paying agent (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
The Notes will bear interest at a rate of 1.750% per annum until the principal amount is paid or made available for payment. Interest on the Notes is payable annually in arrears on June 12 of each year, commencing on June 12, 2021, and the Notes mature on June 12, 2027.
Mohawk Finance may redeem some or all of the Notes, at its option, at any time and from time to time on the terms set forth in the Indenture. Mohawk Finance may also redeem the Notes in whole, but not in part, at its option, in the event of certain developments affecting the United States, Luxembourg or other applicable taxing jurisdiction on the terms set forth in the Indenture. Additionally, the holders of the Notes have the right to require Mohawk Finance to purchase all or a portion of their Notes upon certain changes in control of the Company or Mohawk Finance, as defined in the Indenture.
The Indenture contains certain covenants that, among other things and subject to a number of exceptions and qualifications, limit the Company’s ability and the ability of its subsidiaries, including Mohawk Finance, to create liens and to enter into sale and leaseback transactions and limit the Company’s ability to consolidate, merge or transfer all or substantially all of its assets. The Indenture also contains certain customary events of default,
