PVH Also Closes New Senior Secured Credit Facilities To Fund
Transaction
NEW YORK--(BUSINESS WIRE)--Feb. 13, 2013--
PVH Corp. (NYSE:PVH) announced today it has completed its
acquisition of The Warnaco Group, Inc., which makes it one of the
largest global branded lifestyle apparel companies in the world, with a
diversified portfolio of iconic brands led by Calvin Klein and Tommy
Hilfiger, as well as its heritage brands – Van Heusen, IZOD,
ARROW, Bass, Speedo, Olga and Warner’s ‒
and over $8 billion in pro forma revenue. PVH also closed on its
previously disclosed new senior secured credit facilities.
“We are happy to announce the completion of the Warnaco transaction,”
said Emanuel Chirico, Chairman and Chief Executive Officer of PVH. “This
combination reunites The House of Calvin Klein and enables us to
leverage Warnaco’s established operations in Asia and Latin America
along with our strong operations in North America and Europe to fuel our
growth strategies for the Calvin Klein brand.”
“This transaction has delivered a significant premium to our
stockholders and offers them, our businesses, our business partners, and
our associates the opportunity to realize additional benefits from the
compelling synergies and prospects of the combined company,” said Helen
McCluskey, the former President and Chief Executive Officer of Warnaco,
who is joining PVH’s Board of Directors. “I look forward to my new role
in seeing PVH and its businesses develop.”
PVH also announced today that it has closed on its previously announced
new senior secured credit facilities. The facilities consist of U.S.
dollar-dominated term loans in an aggregate amount of $3.075 billion, a
portion of which matures in 2018 and a portion of which matures in 2020;
and a $750 million revolving credit facility that matures in 2018, which
was undrawn at closing. The revolving credit facility includes a $475
million U.S. Dollar denominated revolving credit facility, a $25 million
U.S. Dollar denominated revolving credit facility available in U.S.
Dollars or Canadian Dollars and a €185.85 million Euro denominated
revolving credit facility available in Euro, Pounds Sterling, Japanese
Yen or Swiss Francs. Barclays Bank PLC is acting as Administrative Agent
and Collateral Agent. Barclays Bank PLC, BofA Merrill Lynch and
Citigroup Global Markets Inc. were Joint Lead Arrangers, and Barclays
Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC and RBC Capital
Markets were Joint Lead Bookrunners on the financing.
The above matters are described more fully in public filings that have
been or will be made by PVH with the Securities and Exchange Commission,
which filings are or will be available on PVH’s website at www.pvh.com
under the tab “Investor Relations” and then under the heading “SEC
Filings.”
About PVH Corp.
PVH Corp., one of the world’s largest apparel companies, owns and
markets the iconic Calvin Klein and Tommy Hilfiger brands
worldwide. It is the world’s largest shirt and neckwear company and
markets a variety of goods under its own brands, Van Heusen, Calvin
Klein, Tommy Hilfiger, IZOD, ARROW, Bass
and G.H. Bass & Co., Warner’s and Olga, and its
licensed brands, including Speedo, Geoffrey Beene, Kenneth
Cole New York, Kenneth Cole Reaction, MICHAEL Michael Kors,
Sean John, Chaps, Donald J. Trump Signature Collection,
JOE Joseph Abboud, DKNY, Ike Behar and John
Varvatos.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: Forward-looking statements and information about PVH’s current
and future prospects and PVH’s operations and financial results included
in this press release, including, without limitation, statements
relating to the Company’s future plans, strategies, objectives,
expectations and intentions, and the benefits, results, and effects of
its acquisition of The Warnaco Group, Inc. are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of
1995. Investors are cautioned that such forward-looking statements are
inherently subject to risks and uncertainties, many of which cannot be
predicted with accuracy, and some of which might not be anticipated,
including, without limitation, the following: (i) the Company’s plans,
strategies, objectives, expectations and intentions are subject to
change at any time at the discretion of the Company; (ii) in connection
with the acquisition of Warnaco, the Company borrowed significant
amounts, may be considered to be highly leveraged, and will have to use
a significant portion of its cash flows to service such indebtedness, as
a result of which the Company might not have sufficient funds to operate
its businesses in the manner it intends or has operated in the past;
(iii) the levels of sales of the Company’s apparel, footwear and related
products, both to its wholesale customers and in its retail stores, the
levels of sales of the Company’s licensees at wholesale and retail, and
the extent of discounts and promotional pricing in which the Company and
its licensees and other business partners are required to engage, all of
which can be affected by weather conditions, changes in the economy,
fuel prices, reductions in travel, fashion trends, consolidations,
repositionings and bankruptcies in the retail industries, repositionings
of brands by the Company’s licensors and other factors; (iv) the
Company’s plans and results of operations will be affected by the
Company’s ability to manage its growth and inventory, including its
ability to realize benefits from Warnaco; (v) the Company’s operations
and results could be affected by quota restrictions and the imposition
of safeguard controls (which, among other things, could limit the
Company’s ability to produce products in cost-effective countries that
have the labor and technical expertise needed), the availability and
cost of raw materials, the Company’s ability to adjust timely to changes
in trade regulations and the migration and development of manufacturers
(which can affect where the Company’s products can best be produced),
changes in available factory and shipping capacity, wage and shipping
cost escalation, and civil conflict, war or terrorist acts, the threat
of any of the foregoing, or political and labor instability in any of
the countries where the Company’s or its licensees’ or other business
partners’ products are sold, produced or are planned to be sold or
produced; (vi) disease epidemics and health related concerns, which
could result in closed factories, reduced workforces, scarcity of raw
materials and scrutiny or embargoing of goods produced in infected
areas, as well as reduced consumer traffic and purchasing, as consumers
limit or cease shopping in order to avoid exposure or become ill; (vii)
acquisitions and issues arising with acquisitions and proposed
transactions, including without limitation, the ability to integrate an
acquired entity, such as Warnaco, into the Company with no substantial
adverse effect on the acquired entity’s or the Company’s existing
operations, employee relationships, vendor relationships, customer
relationships or financial performance; (ix) the failure of the
Company’s licensees to market successfully licensed products or to
preserve the value of the Company’s brands, or their misuse of the
Company’s brands and (x) other risks and uncertainties indicated from
time to time in the Company’s filings with the Securities and Exchange
Commission.
The Company does not undertake any obligation to update publicly any
forward-looking statement, whether as a result of the receipt of new
information, future events or otherwise.
Source: PVH Corp.
Dana Perlman
Treasurer, Senior Vice President –
Business
Development and Investor Relations
212-381-3502
investorrelations@pvh.com
