Quiksilver, Inc. (NYSE:ZQK) today announced that, subject to market and other conditions, the Company and its wholly-owned subsidiary, QS Wholesale, Inc. (together, the “Issuers”), plan to offer $250 million aggregate principal amount of Senior Secured Notes due 2018 (the “2018 Notes”) and $250 million aggregate principal amount of Senior Notes due 2020 (the “2020 Notes” and, together with the 2018 Notes, the “Notes”).
The Notes will be general senior obligations of the Issuers and will be fully and unconditionally guaranteed on a senior basis by certain of Quiksilver’s current U.S. subsidiaries. The 2018 Notes and the related guarantees will be secured by (1) a second-priority security interest in the current assets of the Issuers and the guarantors, together with all related general intangibles (excluding intellectual property rights) and other property related to such assets, including the proceeds thereof, which assets secure Quiksilver’s asset-based revolving credit facility on a first-priority basis; and (2) a first-priority security interest in substantially all other property (including intellectual property rights) of the Issuers and the guarantors and a first-priority pledge of 100% of the equity interests of certain subsidiaries directly owned by the Issuers and the guarantors (but excluding equity interests of applicable foreign subsidiaries of the Issuers and the guarantors possessing more than 65% of the total combined voting power of all classes of equity interests of such applicable foreign subsidiaries entitled to vote) and the proceeds of the foregoing. The 2020 Notes will not be secured.
Quiksilver intends to use the proceeds of the offering to redeem all of its outstanding 6.875% senior notes due April 15, 2015, to repay in full and terminate its existing term loan, to pay down a portion of the outstanding amounts under its new asset-based revolving credit facility and to pay related fees and expenses. The foregoing does not constitute a notice of redemption for any outstanding senior notes.