UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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
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| Item 8.01. | Other Events. |
On May 6, 2020, Carter’s, Inc. issued a press release announcing the pricing of a senior notes offering. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and filed pursuant to and in accordance with Rule 135c under the Securities Act of 1933.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibit
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Description | |||
| 99.1 |
Press release dated May 6, 2020 announcing the pricing of the senior notes offering | |||
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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.
| CARTER’S, INC. | ||||||
| Date: May 6, 2020 |
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/s/ Scott Duggan | ||||
| Name: |
Scott Duggan | |||||
| Title: |
Senior Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
Contact:
Sean McHugh
Vice President & Treasurer
(678) 791-7615
Carter’s, Inc. Announces Upsize and Pricing of Senior Notes Offering
ATLANTA – May 6, 2020 – Carter’s, Inc. (“Carter’s”) (NYSE: CRI) today announced that its wholly-owned subsidiary The William Carter Company (the “Company”) has priced an offering of $500,000,000 aggregate principal amount of 5.500% senior notes due 2025, representing an increase of $100,000,000 in aggregate principal amount from the initially proposed offering size. The notes were priced at par. The offering is expected to close on May 11, 2020, subject to customary closing conditions.
The Company intends to use the proceeds from this offering of notes to repay approximately $250 million of borrowings under its secured revolving credit facility, with remaining amounts to be used for general corporate purposes.
The notes and the related guarantees are being offered and sold to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933 (as amended, the “Securities Act”) and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The notes and the related guarantees have not been registered for sale under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
About Carter’s, Inc.
Carter’s, Inc. is the largest branded marketer in North America of apparel exclusively for babies and young children. The Company owns the Carter’s and OshKosh B’gosh brands, two of the most recognized brands in the marketplace. These brands are sold in leading department stores, national chains, and specialty retailers domestically and internationally. They are also sold through more than 1,100 Company-operated stores in the United States, Canada, and Mexico and online. The Company’s Child of Mine brand is available at Walmart, its Just One You brand is available at Target, and its Simple Joys brand is available on Amazon. The Company also owns Skip Hop, a global lifestyle brand for families with young children. Carter’s is headquartered in Atlanta, Georgia.
Cautionary Language
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 relating to the Company’s intention to offer and sell, and apply the net proceeds from the offer and sale of, the notes. Such statements are based on current expectations only, and are subject to certain risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated, or projected. Factors that could cause actual results to materially differ include the Company’s failure to complete the offering, as a result of market conditions or otherwise, as well as the other risks identified from time to time in filings made by Carter’s with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 28, 2019 and Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2020. Carter’s undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.