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RDEN > SEC Filings for RDEN > Form 8-K on 19-Aug-2014All Recent SEC Filings

Show all filings for ELIZABETH ARDEN INC

Form 8-K for ELIZABETH ARDEN INC


19-Aug-2014

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Secur


Item 1.01 Entry into a Material Definitive Agreement.

Elizabeth Arden, Inc., a Florida corporation (the "Company") announced on August 19, 2014 that investment funds affiliated with Rhône Capital L.L.C. ("Rhône Capital") have agreed to purchase $50 million of redeemable preferred stock of the Company and warrants to purchase up to 2,452,267 shares of the Company's common stock at an exercise price of $20.39 per share, representing approximately 7.6% of the Company's outstanding common stock on an as-exercised basis.

Securities Purchase Agreement

As described in this Current Report on Form 8-K, the Company entered into a securities purchase agreement (the "Purchase Agreement") on August 19, 2014, with Nightingale Onshore Holdings L.P. and Nightingale Offshore Holdings L.P., investment vehicles associated with Rhône Capital (each, a "Purchaser" and together, the "Purchasers"), which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference, pursuant to which the Company, on August 19, 2014, issued and sold to the Purchasers, for an aggregate of $50 million in cash, the following:

• 50,000 shares of a new Series A Serial Preferred Stock, par value $0.01 per share (the "Series A Serial Preferred Stock"); and

• warrants for the purchase of up to 2,452,267 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at an exercise price (the "Warrant Price") of $20.39 per share (the "Warrants").

Pursuant to the terms of the Purchase Agreement, the Company also effected an amendment to its Amended and Restated By-Laws as necessary to effect the voting and director designation rights of the Series A Serial Preferred Stock. A copy of the Amended and Restated By-Laws, as amended (the "Amended and Restated By-Laws"), is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference. The foregoing summary of the Amended and Restated By-Laws is qualified in its entirety by reference to Exhibit 3.2.

The Purchase Agreement contains customary representations, warranties and covenants between the parties. The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1.

Series A Serial Preferred Stock

The terms, rights, obligations and preferences of the Series A Serial Preferred Stock are set forth in the Articles of Amendment to the Company's Amended and Restated Articles of Incorporation (the "Articles of Amendment"), which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference. An executed copy of the Articles of Amendment was filed with the Secretary of State of the State of Florida on August 19, 2014, in connection with the issuance of the Series A Serial Preferred Stock.

Dividends on the Series A Serial Preferred Stock are due on January 1, April 1, July 1 and October 1 of each year, commencing on October 1, 2014. The Series A Serial Preferred Stock will also participate in dividends declared or paid, whether in cash, securities or other property, on the shares of Common Stock for which the outstanding Warrants are exercisable. Dividends are payable at the per annum dividend rate of 5% of the liquidation preference, which is initially $1,000 per share (the "Liquidation Preference"). The Series A Serial Preferred Stock has an aggregate liquidation preference of $50 million, and ranks junior to all of the Company's liabilities and obligations to creditors with respect to assets available to satisfy claims against the Company and senior to all other classes of stock over which the Series A Serial Preferred Stock has preference, including Common Stock.

Pursuant to the Shareholders Agreement (defined below), each quarter the Company will declare and pay in cash no less than fifty percent (50%) of each dividend to which holders of Series A Serial Preferred Stock are entitled under the Articles of Amendment, unless payment of such dividend in cash (i) is prohibited by or would result in a default or event of default under the Company's indenture, credit facilities and certain other debt documents or (ii) would result in a breach of the legal or fiduciary obligations of the Board, in which case the Company will declare and pay


in cash the maximum amount permitted to be paid in cash. Pursuant to the Articles of Amendment, if and to the extent that the Company does not pay the entire dividend to which holders of Series A Serial Preferred Stock are entitled for a particular period in cash on the applicable dividend payment date, preferential cash dividends will accrue on such unpaid amounts (and on any unpaid dividends in respect thereof) at 5% per annum, and will compound on each dividend payment date, until paid.

The Series A Serial Preferred Stock will not be convertible into Common Stock at any time.

Each share of Series A Serial Preferred Stock is redeemable at the option of the holder at any time on or after August 19, 2022, at a redemption price equal to 100% of the Liquidation Preference of the shares of Series A Serial Preferred Stock to be redeemed plus an amount per share equal to accrued but unpaid dividends on such share of Series A Serial Preferred Stock up to but excluding the earlier of the date of the redemption or the date of constructive redemption. The Series A Serial Preferred Stock is also redeemable at the option of the Company at the following redemption prices and times:

Percentage of Liquidation Preference of each share of Series A Serial Preferred Stock to be

                  redeemed*                            Timing of Redemption Right
                     103%                        On or after August 19, 2016 but prior
                                                 to August 19, 2019
                     102%                        On or after August 19, 2019 but prior
                                                 to August 19, 2020
                     101%                        On or after August 19, 2020 but prior
                                                 to August 19, 2021
                     100%                        On or after August 19, 2021

* In each case, plus an amount per share equal to accrued but unpaid dividends on such share of Series A Serial Preferred Stock up to but excluding the earlier of the date of the redemption or the date of constructive redemption.

So long as the Purchasers beneficially own a majority of the outstanding shares of Series A Serial Preferred Stock, the holders of a majority of such outstanding shares, voting separately as a class, will have the right (the "Designation Rights") to elect the following number of directors to the Board of Directors of the Company (the "Board") at any meeting of shareholders of the . . .



Item 3.02 Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference.

The issuance and sale of the Purchased Securities is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) of the Securities Act and/or Regulation D promulgated under the Securities Act. Each Purchaser represented to the Company in the Purchase Agreement that it is an "accredited investor" within the meaning of Rule 501 under the Securities Act and a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, and that it has not acquired the Purchased Securities with a view to the distribution thereof. None of the Company or any of its affiliates has engaged in any form of general solicitation or general advertising in connection with the offering of the Purchased Securities, and the Company has not entered into any contractual arrangement with respect to the distribution of the Purchased Securities, except for the Purchase Agreement and the Shareholders Agreement.



Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.          Description

3.1          Articles of Amendment to the Amended and Restated Articles of
             Incorporation of Elizabeth Arden, Inc. Designating Series A Serial
             Preferred Stock.

3.2          Amended and Restated By-Laws of Elizabeth Arden, Inc.

4.1          Form of Warrant.

4.2          Shareholders Agreement, dated as of August 19, 2014, by and among
             Elizabeth Arden, Inc., Nightingale Onshore Holdings L.P. and
             Nightingale Offshore Holdings L.P.

10.1         Securities Purchase Agreement dated as of August 19, 2014, by and
             between Elizabeth Arden, Inc., Nightingale Onshore Holdings L.P. and
             Nightingale Offshore Holdings L.P.


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