エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2024
Commission File Number: 001-41943
Amer Sports, Inc.
(Translation of registrant’s name into English)
Cricket Square, Hutchins Drive,
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Notes Offering
On February 6, 2024, Amer Sports, Inc. (the “Company”) announced that its wholly-owned subsidiary, Amer Sports Company (the “Issuer”), launched an offering of $600 million aggregate principal amount of new senior secured notes due 2031 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Company, the Issuer and certain of the Company’s other subsidiaries are seeking to enter into a new credit agreement (the “Credit Agreement”) and will incur a new $600 million USD term loan facility, a new €600 million EURO term loan facility and a new revolving credit facility, which will initially be a $710 million revolving credit facility established under the Credit Agreement, as the Company will maintain an existing $90 million bilateral credit facility, which is expected to ultimately be consolidated into a single revolving credit facility under the Credit Agreement (together, the “New Senior Secured Credit Facilities”). The offering of the Notes is subject to market and other conditions.
The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional investors pursuant to Rule 144A under the Securities Act, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The net proceeds of the New Senior Secured Credit Facilities and the offering of the Notes are expected to repay all outstanding indebtedness under the Company’s existing credit facilities, which will be terminated. Any remaining net proceeds are expected to be used for general corporate purposes.
The Company also issued a press release pursuant to Rule 135c under the Securities Act relating to the New Senior Secured Credit Facilities and the offering of the Notes. In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached hereto as Exhibit 99.1 to this Report on Form 6-K, which is incorporated herein by reference.
The foregoing is qualified by reference to the press release that is attached as Exhibit 99.1 to this Report on Form 6-K, which is incorporated herein by reference.
Closing of the Initial Public Offering
On February 5, 2024, the initial public offering of Amer Sports, Inc. (the “IPO”) closed, raising $1.37 billion in gross proceeds, and the underwriters subsequently exercised a portion of their overallotment option to purchase additional shares, resulting in $102.4 million in additional gross proceeds on February 6, 2024. Immediately prior to the completion of the IPO, a portion of certain existing shareholder loans were cancelled in connection with certain pre-IPO recapitalization transactions. The net proceeds of the IPO were used to repay certain of the Company’s existing shareholder loans, after giving effect to such cancellation, and the additional net proceeds from the underwriters’ exercise of a portion of their overallotment option to purchase additional shares, together with cash on hand, is expected to be used to repay the outstanding borrowings under the shareholder loans.
This Report on Form 6-K and the press release attached hereto as Exhibit 99.1 do not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Notes will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
The information contained in this Report on Form 6-K and the press release furnished as Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
EXHIBIT INDEX
The following exhibits are furnished as part of this Report on Form 6-K:
| Exhibit Number |
Description | |
| 99.1 | Press Release of Amer Sports, Inc., announcing the launch of the Notes offering and the New Senior Secured Credit Facilities, dated February 6, 2024 |
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.
| Amer Sports, Inc. | ||
| By: | /s/ Andrew E. Page | |
| Name: | Andrew E. Page | |
| Title: | Chief Financial Officer | |
Date: February 6, 2024
Exhibit 99.1
PRESS RELEASE
February 6, 2024
Amer Sports, Inc. Announces Launch of Proposed
Senior Secured Notes Offering
HELSINKI, Finland, February 6, 2024 – Amer Sports, Inc. (“Amer Sports,” “we,” “us” or the “Company”), a global group of iconic sports and outdoor brands, announced today that its wholly-owned subsidiary, Amer Sports Company (the “Issuer”), has launched an offering of $600 million aggregate principal amount of new senior secured notes due 2031 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). In addition, the Company, the Issuer and certain of the Company’s other subsidiaries are seeking to enter into a new credit agreement (the “Credit Agreement”) and will incur a new $600 million USD term loan facility, a new €600 million EURO term loan facility and a new revolving credit facility, which will initially be a $710 million revolving credit facility established under the Credit Agreement, as the Company will maintain an existing $90 million bilateral credit facility, which is expected to ultimately be consolidated into a single revolving credit facility under the Credit Agreement (together, the “New Senior Secured Credit Facilities”).
The net proceeds from the offering of the Notes, along with the expected net proceeds from the New Senior Secured Credit Facilities, are expected to repay all outstanding indebtedness under the Company’s existing credit facilities, which will be terminated. Any remaining net proceeds are expected to be used for general corporate purposes.
The Notes will be, jointly and severally, unconditionally guaranteed on a senior secured basis by the Company and each of the Company’s subsidiaries (other than the Issuer) that is a borrower or a guarantor under the New Senior Secured Credit Facilities. The Notes and the related guarantees will be secured on a first-priority basis by liens on the same assets that secure the New Senior Secured Credit Facilities.
The foregoing transactions are subject to market and other conditions. There can be no assurance that the Company will be able to successfully complete the transactions on the terms described above, or at all.
The Notes will not be registered under the Securities Act, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
This press release is being issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the Notes will be made only by means of a private offering memorandum.
About Amer Sports, Inc.
Amer Sports is a global group of iconic sports and outdoor brands, including Arc’teryx, Salomon, Wilson, Peak Performance, and Atomic. Our brands are creators of exceptional apparel, footwear, equipment, protective gear, and accessories that we believe give our consumers the confidence and comfort to excel.
With over 10,800 employees globally, Amer Sports’ purpose is to elevate the world through sport and to inspire people to lead better, healthier lives. Our vision is to be the global leader in premium sports and outdoor brands. With corporate offices in Helsinki, Munich, Kraków, and Shanghai, we have operations in 41 countries and our products are sold in 100+ countries. Our revenue in 2022 was $3.5 billion.
Forward-looking Statements
This press release contains statements that constitute forward-looking statements, including, but not limited to, our financing plans and the details thereof, including the proposed use of proceeds therefrom, the New Senior Secured Credit Facilities and the details thereof, the expected timing of the borrowing of the New Senior Secured Credit Facilities and our ability to close such transaction, the offering of the Notes and the details thereof, and our ability to close such offering and the other expected effects of the financing. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified under in “Risk Factors” included in the preliminary offering memorandum for the offering of the Notes. Forward-looking statements speak only as of the date they are made, and Amer Sports and the Issuer do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of an unanticipated event.
Source: Amer Sports, Inc.
Media:
Anu Sirkiä
Vice President, Communications
anu.sirkia@amersports.com
Investor Relations:
Omar Saad
Vice President, Finance and Investor Relations
omar.saad@amersports.com