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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 9, 2024, Amer Sports, Inc. (the “Company”) announced that its wholly-owned subsidiary, Amer Sports Company (the “Issuer”), priced an upsized offering of $800 million aggregate principal amount of 6.75% 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”). The size of the offering reflects an increase of $200 million in aggregate principal amount of the Notes from the previously announced offering size of $600 million. The offering price for the Notes was 100% of the principal amount thereof and will bear an interest rate of 6.75% per annum.
The closing of the offering is expected to occur on February 16, 2024 subject to the satisfaction of customary closing 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 from the offering of the Notes, along with the expected net proceeds from the previously announced new $500 million USD term loan facility, new €700 million EURO term loan facility and borrowings under our previously announced new revolving credit facility (together, the “New Senior Secured Credit Facilities”), are expected to repay all outstanding indebtedness under the Company’s existing credit facilities, which will be terminated, and to repay all outstanding indebtedness under the Company’s existing $90 million bilateral credit facility.
The Company also issued a press release pursuant to Rule 135c under the Securities Act relating to the pricing of the previously announced 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.
Exercise of Overallotment Option
On February 8, 2024, the underwriters of the Company’s initial public offering informed the Company that they exercised the remaining portion of the option to purchase additional shares, resulting in $102.4 million in additional gross proceeds to be paid on February 12, 2024 (reflecting the full exercise of the underwriters’ option to purchase 15,750,000 additional shares). The net proceeds from the underwriters’ exercise of the remaining overallotment option to purchase additional shares is expected to be used to reduce revolving draws under the previously announced new revolving credit facility.
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.
This Report on Form 6-K, including Exhibit 99.1 hereto, shall be deemed to be incorporated by reference into the registration statement on Form S-8 (File No. 333-276801) of Amer Sports, Inc. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
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 pricing of the Notes offering and the New Senior Secured Credit Facilities, dated February 9, 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 9, 2024
Exhibit 99.1
PRESS RELEASE
February 9, 2024
Amer Sports, Inc. Announces Pricing and Upsize
of Proposed Senior Secured Notes Offering
HELSINKI, Finland, February 9, 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 priced an upsized offering of $800 million aggregate principal amount of 6.75% 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”). The size of the offering reflects an increase of $200 million in aggregate principal amount of the Notes from the previously announced offering size of $600 million. The Notes will be sold to investors at a price of 100% of the principal amount thereof and will bear an interest rate of 6.75% per annum.
The closing of the offering is expected to occur on February 16, 2024 subject to the satisfaction of customary closing conditions.
The net proceeds from the offering of the Notes, along with the expected net proceeds from the previously announced new $500 million USD term loan facility, new €700 million EURO term loan facility and borrowings under our previously announced new revolving credit facility (together, the “New Senior Secured Credit Facilities”), are expected to repay all outstanding indebtedness under the Company’s existing credit facilities, which will be terminated, and to repay all outstanding indebtedness under the Company’s existing $90 million bilateral credit facility.
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.
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
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