Item 8.01. Other Events.
On July 28, 2015, Harley-Davidson, Inc. (the "Company") closed its sale of
$450,000,000 aggregate principal amount of its 3.500% Senior Notes due 2025 (the
"2025 Notes") and $300,000,000 aggregate principal amount of its 4.625% Senior
Notes due 2045 (together with the 2025 Notes, the "Notes") in a public offering
(the "Offering") pursuant to an underwriting agreement dated July 23, 2015 (the
"Underwriting Agreement") among the Company and Citigroup Global Markets Inc.,
Goldman, Sachs & Co. and J.P. Morgan Securities LLC, as representatives of the
several underwriters named therein. The Company filed a Current Report on Form
8-K dated July 23, 2015 with respect to its execution of the Underwriting
Agreement and the Offering.
Net proceeds to the Company from the Offering were approximately $740.3 million,
after deducting underwriters' discounts and commissions and estimated offering
expenses payable by the Company. The Company intends to use the net proceeds
from the Offering to fund repurchases of the Company's common stock from time to
time pursuant to its authorized share repurchase programs.
The Notes were registered under the Company's registration statement on Form S-3
(Registration No. 333-202491) filed on March 4, 2015 with the Securities and
Exchange Commission and were issued pursuant to an Indenture (the "Indenture"),
dated as of July 28, 2015, by and between the Company and The Bank of New York
Mellon Trust Company, N.A., as trustee (the "Trustee"), and an Officers'
Certificate, dated July 28, 2015 (the "Officers' Certificate"), setting forth
the terms of the Notes. The Indenture provides for customary events of default
and further provides that if an event of default occurs and is continuing with
respect to any series of the debt securities under the Indenture, then the
Trustee or the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series may declare the debt securities of
that series to be due and payable immediately. In addition, in the case of an
event of default arising from certain events of bankruptcy, insolvency or
reorganization, all outstanding debt securities under the Indenture will become
due and payable immediately.
If a change of control triggering event occurs, the Company is required to offer
to repurchase the Notes at a repurchase price in cash equal to 101% of the
aggregate principal amount of the Notes repurchased plus any accrued and unpaid
interest on the Notes repurchased to, but not including, the date of repurchase.
The descriptions of the Indenture and the Officers' Certificate set forth above
are qualified by reference to the Indenture and the Officers' Certificate, filed
as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibit is being filed herewith:
(4.1) Indenture, dated July 28, 2015, by and between Harley-Davidson, Inc.
and The Bank of New York Mellon Trust Company, N.A., as Trustee.
(4.2) Officers' Certificate, dated July 28, 2015, establishing the form of
3.500% Senior Notes due 2025 and 4.625% Senior Notes due 2045.
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