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ATK > SEC Filings for ATK > Form 8-K on 4-Nov-2013All Recent SEC Filings

Show all filings for ALLIANT TECHSYSTEMS INC

Form 8-K for ALLIANT TECHSYSTEMS INC


4-Nov-2013

Entry into a Material Definitive Agreement, Completion of Acquisition or


Item 1.01. Entry Into a Material Definitive Agreement

Indenture and 5.25% Senior Notes due 2021

On November 1, 2013 in connection with the Bushnell Acquisition (as defined under Item 2.01 below) Alliant Techsystems Inc. (the "Company") completed its previously-announced private offering of $300 million aggregate principal amount of its 5.25% Senior Notes due 2021 (the "Notes"). The Notes were issued pursuant to an indenture dated as of November 1, 2013 (the "Indenture") among the Company, certain subsidiaries of the Company party thereto (the "Initial Guarantors") and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee").

The Notes and the related subsidiary guarantees were offered in the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States only to non-U.S. investors pursuant to Regulation S under the Securities Act.

Immediately following the Bushnell Acquisition, Bushnell Group Holdings, Inc. ("Bushnell") and certain of its subsidiaries (together with Bushnell, collectively, the "Additional Guarantors") entered into a supplemental indenture dated as of November 1, 2013 (the "Supplemental Indenture") among the Company, the Initial Guarantors, the Additional Guarantors and the Trustee, pursuant to which the Additional Guarantors were added as subsidiary guarantors under the Indenture.

The Notes will mature on October 1, 2021. Interest on the Notes accrues at the rate of 5.25% per annum and is payable semi-annually in cash, in arrears on April 1 and October 1 of each year, commencing on April 1, 2014.

The Notes will be irrevocably and unconditionally guaranteed on a joint and several unsecured unsubordinated basis by each of the Company's restricted subsidiaries that from time to time guarantee the Company's debt under the 2013 Senior Credit Facility (as defined below) or any of the Company's capital markets debt securities (including the Initial Guarantors and the Additional Guarantors) (collectively, the "Notes Guarantors").

The Notes and the guarantees are the Company's and the Notes Guarantors' general unsecured and unsubordinated obligations and rank equally in right of payment with all of the Company's and the Notes Guarantors' existing and future unsecured and unsubordinated indebtedness and senior in right of payment to all of the Company's and the Notes Guarantors' existing and future subordinated indebtedness.

The Company may redeem some or all of the Notes prior to October 1, 2016 at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest, if any, plus a "make-whole" premium. The Company may redeem some or all of the Notes on or after October 1, 2016 at redemption prices specified in the Indenture. In addition, at any time prior to October 1, 2016, the Company may redeem, on one or more occasions, up to 35% of Notes at a redemption price equal to 105.250% of the principal amount thereof, plus accrued and unpaid interest, if any, up to the date of redemption with net proceeds of certain equity offerings.

Upon the occurrence of a Change of Control (as defined in the Indenture), each holder of the Notes will have the right to require the Company to offer to purchase all or a portion of such holder's Notes at a purchase price in cash of 101% of their principal amount plus accrued and unpaid interest, if any, to the date of purchase, subject to the right of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.

The Indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to (i) incur or guarantee more debt,
(ii) pay dividends and make distributions or repurchase shares or subordinated debt, (iii) make investments, (iv) create liens, (v) enter into restrictions on the ability of its restricted subsidiaries to make distributions, loans or advances to the Company, (vi) sell assets, (vii) engage in certain types of transactions with affiliates, and
(viii) merge or consolidate with other companies or sell substantially all of its assets. These covenants are subject to a number of exceptions, limitations and qualifications as set forth in the Indenture.

The foregoing descriptions of the Indenture and the Notes are qualified in their entirety by reference to the actual terms of the respective documents. Copies of the Indenture, the Supplemental Indenture and the form of the Notes are attached as Exhibits 4.1, 4.2 and 4.3 hereto, respectively, and each is incorporated by reference herein.

Registration Rights Agreement

In connection with the issuance of the Notes, the Company and the Notes Guarantors entered into a registration rights agreement dated October 22, 2013 with the initial purchasers of the Notes (the "Registration Rights Agreement"). Pursuant to


agreement dated as of October 22, 2013 with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative for the several initial purchasers of the Notes referred to therein (the "Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company and the Notes Guarantors are required to, among other things, (i) use their reasonable best efforts to cause a registration statement with respect to an offer to exchange the Notes for . . .



Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 1, 2013, the Company completed its previously-announced acquisition (the "Bushnell Acquisition") of Bushnell, pursuant to a Stock Purchase Agreement dated as of September 4, 2013 (the "Stock Purchase Agreement") among the Company, Bushnell Group Holdings, Inc., and MidOcean Bushnell Holdings, L.P. The consideration for the Bushnell Acquisition consisted of $985,000,000 in cash, net of cash acquired, and subject to customary post-closing adjustments. The Company financed the Bushnell Acquisition through the 2013 Senior Credit Facility as described above and the $300 million of Notes as described above.

The foregoing description of the Stock Purchase Agreement is qualified in its entirety by reference to the actual terms of the Stock Purchase Agreement. The Company's Current Report on Form 8-K dated September 4, 2013 and the Stock


Purchase Agreement attached as Exhibit 2.1 thereto are incorporated herein by reference.



Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 under the headings "5.25% Senior Notes due 2021," "Registration Rights Agreement" and "Senior Credit Facility" are incorporated by reference into this Item 2.03.



Item 8.01 Other Events.

On November 4, 2013, the Company issued a press release announcing the closing of the Bushnell Acquisition and the related financing transactions. The full text of the press release is attached hereto as Exhibit 99.1.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

(1) The audited consolidated balance sheets of Bushnell as of December 31, 2012, and the consolidated statements of operations, comprehensive income, partnership equity, and cash flows for the year ended December 31, 2012, and the notes related thereto are attached as Exhibit 99.2 and incorporated by reference herein.

(2) The unaudited interim condensed consolidated balance sheet of Bushnell as of June 30, 2013, and December 31, 2012, and the unaudited condensed consolidated statements of operations, comprehensive loss, and cash flows for the six months ended June 30, 2013, and 2012, and the notes related thereto are attached as Exhibit 99.3 and are incorporated by reference herein.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined consolidated balance sheet of the Company and Bushnell as of and for the period ended June 30, 2013, and the unaudited pro forma condensed combined consolidated statement of income for the year ended March 31, 2013, and the period ended June 30, 2013 and July 1, 2012, and the notes thereto are filed as Exhibit 99.4 hereto and incorporated by reference herein.


(d) Exhibits.

Exhibit No.   Description
        4.1   Indenture, dated as of November 1, 2013, among Alliant Techsystems
              Inc., the subsidiary guarantors party thereto and The Bank of New
              York Mellon Trust Company, N.A., as trustee.
        4.2   Supplemental Indenture, dated as of November 1, 2013, among Alliant
              Techsystems Inc., the subsidiary guarantors party thereto and The
              Bank of New York Mellon Trust Company, N.A., as trustee.
        4.3   Form of 5.25% Senior Notes due 2021 (included as Exhibit A to the
              Indenture filed as Exhibit 4.1).
        4.4   Registration Rights Agreement, dated November 1, 2013, by and among
              Alliant Techsystems Inc., the subsidiaries of Alliant Techsystems
              Inc. party thereto and Merrill Lynch, Pierce, Fenner & Smith
              Incorporated, as representative of the several initial purchasers
              named therein
       10.1   Third Amended and Restated Credit Agreement, dated as of November 1,
              2013, among Alliant Techsystems Inc. and Bank of America, N.A
              , as Administrative Agent and the Lenders named therein.
       23.1   Consent of KPMG LLP.
       99.1   Press release dated November 4, 2013, announcing the closing of the
              Bushnell Acquisition.
       99.2   The audited consolidated balance sheet of Bushnell as of December
              31, 2012 and the consolidated statements of operations,
              comprehensive income (loss), partnership equity, and cash flows for
              each of the year ended December 31, 2012, and the notes related
              thereto.
       99.3   The unaudited interim condensed consolidated balance sheets of
              Bushnell as of June 30, 2013 and December 31, 2012, and the
              unaudited condensed consolidated statements of operations,
              comprehensive loss, and cash flows for the six months ended June 30,
              2013 and 2012, and the notes related thereto.
       99.4   The unaudited pro forma condensed combined consolidated balance
              sheet of the Company and Bushnell as of and for the period ended
              June 30, 2013, and the unaudited pro forma condensed combined
              consolidated statement of income for the year ended March 31, 2013,
              and the period ended June 30, 2013 and July 1, 2012, and the notes
              thereto.


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