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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/20 YETI Holdings, Inc. 8-K:1,8,9 2/18/20 12:562K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-1.1 Underwriting Agreement HTML 236K 3: EX-5.1 Opinion of Counsel re: Legality HTML 15K 12: R1 Cover HTML 47K 10: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm209357d1_8k_htm XML 15K 9: EXCEL IDEA Workbook of Financial Reports XLSX 6K 5: EX-101.LAB XBRL Labels -- yeti-20200218_lab XML 97K 6: EX-101.PRE XBRL Presentations -- yeti-20200218_pre XML 64K 4: EX-101.SCH XBRL Schema -- yeti-20200218 XSD 12K 8: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001104659-20-023371-xbrl Zip 57K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i February 18, 2020
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-38713 | i 45-5297111 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code): ( i 512) i 394-9384
Not applicable
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| i Common stock, par value $0.01 | i YETI | i New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
C:
| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 18, 2020, YETI Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, BofA Securities, Inc. (the “Underwriter”), and the selling stockholders named in Schedule B to the Underwriting Agreement (the “Selling Stockholders”), pursuant to which the Selling Stockholders agreed to sell 15,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) to the Underwriter at a price of $31.85 per share and also granted the Underwriter the option for a period of 30 days to purchase up to an additional 2,250,000 shares of Common Stock from the Selling Stockholders (the “Offering”). The Company did not sell any shares of Common Stock in the Offering and will not receive any proceeds from the Offering.
The Offering was made pursuant to a prospectus supplement, dated February 18, 2020, to the prospectus, dated February 18, 2020, which was included in the Company’s shelf registration statement on Form S-3 (File No. 333-236475), filed with the Securities and Exchange Commission (the “Commission”) on February 18, 2020, that became effective upon filing with the Commission.
The Underwriting Agreement contains the terms and conditions for the sale by the Selling Stockholders of the shares of Common Stock to the Underwriter, customary representations, warranties and covenants by the Company and Selling Stockholders, indemnification and contribution obligations by each of the parties to the Underwriting Agreement, and other terms and conditions customary in agreements of this type.
The foregoing summary of the material terms of the Underwriting Agreement is qualified in its entirety by the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 8.01 | Other Events. |
On February 20, 2020, the Selling Stockholders completed the Offering by selling 15,000,000 shares of Common Stock to the Underwriter at a price of $31.85 per share.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are being furnished as part of this report:
|
Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated February 18, 2020, by and among YETI Holdings, Inc., the Underwriter and the Selling Stockholders | |
| 5.1 | Opinion of O’Melveny & Myers LLP | |
| 23.1 | Consent of O’Melveny & Myers LLP (included in Exhibit 5.1) | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL |
C:
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.
| YETI Holdings, Inc. | ||
| Date: February 20, 2020 | By: | /s/ Paul C. Carbone |
| Paul C. Carbone | ||
| Senior Vice President and Chief Financial Officer | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/20/20 | 3, 4, 424B7 | ||
| For Period end: | 2/18/20 | 10-K, 424B7, S-3ASR | ||
| List all Filings | ||||