Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 36K
2: EX-10.1 Material Contract HTML 918K
6: R1 Cover Page Document HTML 46K
9: XML IDEA XML File -- Filing Summary XML 11K
7: XML XBRL Instance -- colm-20220712_htm XML 21K
8: EXCEL IDEA Workbook of Financial Reports XLSX 8K
4: EX-101.LAB XBRL Labels -- colm-20220712_lab XML 68K
5: EX-101.PRE XBRL Presentations -- colm-20220712_pre XML 33K
3: EX-101.SCH XBRL Schema -- colm-20220712 XSD 10K
10: JSON XBRL Instance as JSON Data -- MetaLinks 11± 17K
11: ZIP XBRL Zipped Folder -- 0001050797-22-000052-xbrl Zip 189K
(Address of principal executive offices) (Zip code)
(i503)
i985-4000
(Registrant’s telephone number, including area code)
No Change
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon stock
iCOLM
iNasdaq
Global Select Market
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).
Emerging growth company i☐
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. ☐
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 12, 2022, Columbia Sportswear Company (the “Company”) entered into a Credit Agreement (the “Credit
Agreement”) with JPMorgan Chase Bank, National Association, as the administrative agent for the lenders and as a lender (the “Administrative Agent”), and the other lenders party thereto. The Credit Agreement provides for up to $500 million of borrowings in U.S. Dollars pursuant to an unsecured revolving credit facility (the “Credit Facility”), which is available for working capital and general corporate purposes, including a sublimit for the issuance of letters of credit. The Credit Facility matures on July 12, 2027.
Borrowings under the Credit Facility will bear interest, at the Company’s option, at either (a) SOFR plus an applicable margin or (b) a base rate defined as the highest of (i) the Administrative Agent’s “prime rate”, (ii)
the higher of the federal funds rate or the overnight bank funding rate set by the Federal Reserve Bank of New York, plus 0.50%, or (iii) the one month SOFR plus 1.00%, in each case plus an applicable margin. The applicable margin for SOFR loans will range from 1.00% to 1.50% based on the Company’s funded debt ratio. The applicable margin for base rate loans will range from 0.00% to 0.50% based on the Company’s funded debt ratio.
The Credit Agreement includes a financial covenant to maintain a funded debt ratio of not greater than 3.75 to 1.00. For purposes of compliance with the funded debt ratio, domestic cash and cash equivalents are permitted to be netted from the
Company’s obligations.
The Credit Agreement also contains customary covenants that, among other things, limit or restrict the ability of the Company and its subsidiaries to incur additional indebtedness and liens; engage in mergers, acquisitions and dispositions; and engage in transactions with affiliates. In addition, the Credit Agreement restricts certain payments, including dividends and share buybacks, in an amount over $200 million annually, to the extent the Company’s funded debt ratio is greater than or equal to 3.25 to 1:00.
All borrowings under the
Credit Agreement are permitted to be voluntarily prepaid by the Company, provided that the Company for SOFR loans must compensate the Lenders for, and hold the Lenders harmless from, any loss, cost or expense incurred by it as a result of such prepayment. The Lenders may accelerate any repayment of the obligations incurred by the Company under the Credit Agreement only if an event of default occurs.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On July 12, 2022, in connection with the Company’s entry into the Credit Agreement described in Item 1.01 above, the Company terminated the Credit Agreement dated December 30, 2020 with JPMorgan Chase Bank, National Association, as the administrative agent for the lenders and as a lender, and the lenders party thereto (the “Original Credit Agreement”). The Company repaid all outstanding
obligations under the Original Credit Agreement, and all security interests have been released.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
The information disclosed under Item 1.01 is incorporated into this Item 2.03 by this reference.
Credit
Agreement dated July 12, 2022, among Columbia Sportswear Company, JPMorgan Chase Bank, National Association, as the administrative agent for the lenders and as a lender, and the other lenders party thereto.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.