PVH Corp. [NYSE: PVH] today announced that it is commencing an offering of $500 million of senior unsecured notes due 2022. The offering is being made pursuant to the Company’s automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission on April 20, 2010 and pursuant to a preliminary prospectus supplement, which will also be filed with the SEC.
The Company intends to use the net proceeds of the notes offering (together with cash on hand and expected borrowings under the Company’s new senior secured credit facility) to fund a portion of the cash consideration to be paid to stockholders of The Warnaco Group, Inc. in connection with the Company’s pending acquisition of Warnaco, to refinance a portion of the Company’s and Warnaco’s existing indebtedness, and to pay related fees and expenses. The offering of the notes is not conditioned upon PVH’s completion of the Warnaco acquisition. However, if the acquisition is not completed by August 20, 2013 or if PVH terminates the merger agreement or otherwise abandons the transaction prior to such date, then PVH will be required to redeem the notes within 10 days at 100% of the principal amount plus interest to but not including the redemption date.
Barclays, BofA Merrill Lynch, Citigroup, Credit Suisse and RBC Capital Markets will serve as joint book-running managers for the notes offering. A prospectus and prospectus supplement concerning the notes offering may be obtained from Barclays by calling (888) 603-5847 or by writing to Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email Barclaysprospectus@broadridge.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any notes in any state in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state. Any offering will be made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.