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 30, 2014
HELEN OF TROY LIMITED
(Exact name of registrant as specified in its charter)
Commission File Number: 001-14669
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Bermuda |
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74-2692550 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
CLARENDON HOUSE
2 CHURCH STREET
HAMILTON, BERMUDA
(Address of principal executive offices)
ONE HELEN OF TROY PLAZA
EL PASO, TEXAS 79912
(United States mailing address of registrant and zip code)
915-225-8000
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, Helen of Troy Limited, a Bermuda company (the “Company”), and Helen of Troy, L.P., a Texas limited partnership (the “Borrower”), entered into the Credit Agreement, dated December 30, 2010, by and among the Company, the Borrower, Bank of America, N.A., and the other lenders party thereto (as amended, the “Credit Agreement”). The Credit Agreement was amended on June 11, 2014 to, among other things, increase the unsecured revolving commitment of the Credit Agreement from $375 million to $570 million subject to the terms and limitations described in the Credit Agreement. On June 30, 2014, a principal amount of $271 million was borrowed under the Credit Agreement. The proceeds of the borrowing and cash on hand were used to (i) pay all of the cash consideration payable for the acquisition of the membership interests of Healthy Directions, LLC ( the “Acquisition”), (ii) refinance certain existing indebtedness of the Company, Healthy Directions, LLC and their subsidiaries and (iii) pay costs and expenses incurred in connection with the Acquisition. The commitment under the Credit Agreement terminates on December 30, 2015.