Attached files
file | filename |
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EX-99.1 - EX-99.1 - CIMPRESS plc | b88674exv99w1.htm |
EX-10.1 - EX-10.1 - CIMPRESS plc | b88674exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 21, 2011
Vistaprint N.V.
(Exact Name of Registrant as Specified in Charter)
The Netherlands | 000-51539 | 98-0417483 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
of Incorporation) | Identification No.) |
Hudsonweg 8 | ||
Venlo | ||
The Netherlands | 5928 LW | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: 31 77 850 7700
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
(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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
Credit Agreement
On October 21, 2011, Vistaprint N.V. (we, us or Vistaprint) entered into a senior Credit
Agreement dated as of October 21, 2011 (the Credit Agreement) among Vistaprint, as guarantor;
Vistaprint Limited, Vistaprint Schweiz GmbH and Vistaprint B.V., three of Vistaprints subsidiaries
as borrowers; JPMorgan Chase Bank N.A., as administrative agent (the Administrative Agent); the
lenders named therein as lenders; HSBC Bank USA, National Association, as syndication agent; RBS
Citizens, N.A. as documentation agent; and J.P. Morgan Securities LLC as sole bookrunner and sole
lead arranger.
The Credit Agreement consists of a $250 million unsecured revolving credit facility with a
maturity date of October 21, 2016. Up to $50 million in borrowings under the Credit Agreement may
be made in Euro, Swiss Francs and such other non-United States currencies as the Administrative
Agent and lenders may agree. The Credit Agreement also contains letter of credit and swingline
loan sublimits of $25 million each. We may from time to time, so long as no default or event of
default has occurred and is continuing, increase the loan commitments under the Credit Agreement by
up to $150 million by adding new commitments or increasing the commitment of willing lenders.
The credit facility under the Credit Agreement is available for working capital, capital
expenditures and other lawful general corporate purposes, including share repurchases and mergers
and acquisitions.
Under the terms of the Credit Agreement, borrowings bear interest at a variable rate of
interest based on LIBOR plus 1.25% to 1.50% depending on our leverage ratio, which is the ratio of
our consolidated total indebtedness to our consolidated earnings before interest, taxes,
depreciation and amortization (EBITDA). We must also pay a commitment fee of 0.175% to 0.225%
depending on our leverage ratio.
The Credit Agreement contains financial and other covenants, including but not limited to (1)
limitations on our incurrence of additional indebtedness and liens, the consummation of certain
fundamental changes, investments and restricted payments, and the amount of consolidated capital
expenditures that we may make in each of our fiscal years ending June 30, 2012 through 2016 and (2)
covenants that:
| our consolidated leverage ratio will not exceed 3.5 times our consolidated EBITDA; |
| our consolidated senior leverage ratio, which is the ratio of our consolidated indebtedness that is not subordinated to our indebtedness under the Credit Agreement to our consolidated EBITDA, will not exceed 2.75 times our consolidated EBITDA; and |
| our interest coverage ratio, which is the ratio of our consolidated EBITDA to our consolidated interest expense, will be at least 3.0. |
The Credit Agreement also contains customary representations, warranties and events of
default.
The Credit Agreement is filed as Exhibit 10.1 to this report, and the above description of the
Credit Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Credit Agreement, which is incorporated herein by reference.
Share Purchase Agreement
On October 24, 2011, Vistaprint and Albumprinter Beheer B.V. entered into a Share Purchase
Agreement (the Purchase Agreement) pursuant to which, subject to the satisfaction or waiver of
the conditions in the Purchase Agreement, Vistaprint will purchase all of the issued and
outstanding shares of Albumprinter Holding B.V. (the Target). Upon the consummation of the share
purchase, the Target will become a wholly owned subsidiary of Vistaprint.
The total consideration that we will pay under the Purchase Agreement is up to 65 million in
cash, consisting of 60 million payable at closing and up to an additional 5 million based on a
performance based earn-out. The amount payable at closing is subject to a post-closing adjustment
based on the Targets working capital and net debt as of the closing date.
Pursuant
to the Purchase Agreement, Albumprinter Beheer will cause a bank to
issue a 6 million bank guarantee for our benefit, to secure
certain indemnification obligations of Albumprinter Beheer, as is customary in Dutch acquisitions
and similar to a traditional escrow arrangement.
The closing of the transaction is subject to customary closing conditions.
On October 24, 2011, Vistaprint issued a press release announcing the signing of the Purchase
Agreement, which is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index attached to this report.
SIGNATURE
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.
Date: October 26, 2011 | VISTAPRINT N.V. |
|||
By: | /s/ Michael C. Greiner | |||
Michael C. Greiner | ||||
Chief Accounting Officer |
Exhibit Index
Exhibit No. | Description | |
10.1
|
Credit Agreement dated as of October 21, 2011 among Vistaprint Limited, Vistaprint Schweiz GmbH and Vistaprint B.V., as borrowers; Vistaprint N.V., as guarantor; the lenders named therein as lenders; JPMorgan Chase Bank N.A., as administrative agent; HSBC Bank USA, National Association, as syndication agent; RBS Citizens, N.A. as documentation agent; and J.P. Morgan Securities LLC as sole bookrunner and sole lead arranger | |
99.1
|
Press release dated October 24, 2011 entitled Vistaprint Agrees to Acquire Leading European Photo Book Provider Albumprinter |