VF Corporation (the “Company”)
(NYSE: VFC) today announced that, pursuant to the previously
announced cash tender offers (each, a “Tender Offer” and
collectively, the “Tender Offers”) for any and all of its
$300,000,000 aggregate principal amount of outstanding 6.000% Notes
due 2033 (the “2033 Notes”) and $350,000,000 aggregate principal
amount of outstanding 6.450% Notes due 2037 (the “2037 Notes” and,
together with the 2033 Notes, the “Notes”), approximately $22.5
million in aggregate principal amount of the 2033 Notes and
approximately $63.0 million in aggregate principal amount of the
2037 Notes were validly tendered and not validly withdrawn on or
prior to 5:00 p.m., New York City time, on February 14, 2020 (the
“Early Tender Deadline”).
The terms of the Tender Offers
are described in the Offer to Purchase, dated February 3, 2020 (the
“Offer to Purchase”).
The table below summarizes
certain information regarding the Notes and the Tender Offers,
including the aggregate principal amount of each series of Notes
that were validly tendered and not validly withdrawn on or prior to
the Early Tender Deadline:
Title of Security
CUSIP Numbers
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
Principal Amount Tendered and
Accepted
6.000% Notes due 2033
918204AR9 918204AQ1 U9222HAC6
$300,000,000
1.750% UST due 11/15/2029
PX1
115 bps
$22,475,000
6.450% Notes due 2037
918204AT5
$350,000,000
2.250% UST due 8/15/2049
PX1
80 bps
$63,047,000
Holders of Notes validly
tendered and not validly withdrawn on or prior to the Early Tender
Deadline are eligible to receive the applicable Total
Consideration, which includes an early tender premium of $30 per
$1,000 principal amount of Notes tendered by such holders and
accepted for purchase by the Company (the “Early Tender Premium”).
Accrued interest up to, but not including, the settlement date will
be paid in cash on all validly tendered Notes accepted and
purchased by the Company in the Tender Offers. The Company expects
to issue a press release today after the close of trading on the
New York Stock Exchange to announce the Total Consideration payable
in connection with the Tender Offers. The settlement date for the
Notes accepted by the Company in connection with the Early Tender
Deadline is expected to be February 25, 2020.
Holders of Notes who validly
tender such Notes following the Early Tender Deadline and at or
prior to the expiration date, 11:59 p.m., New York City time, on
March 2, 2020, will only receive the applicable Tender Offer
Consideration for Notes accepted for purchase, which is equal to
the applicable Total Consideration minus the applicable Early
Tender Premium.
Information Relating to the Tender
Offers
Barclays Capital Inc. and
Morgan Stanley & Co. LLC are acting as the dealer managers (the
“Dealer Managers”) for the Tender Offers. The information agent and
tender agent is D.F. King & Co., Inc. (“DFK”). Copies of the
Offer to Purchase and related offering materials are available by
contacting DFK at (800) 290-6432 (U.S. toll-free) or (212) 269-5550
(banks and brokers). Questions regarding the Tender Offers should
be directed to Barclays Capital Inc., Liability Management Group at
(212) 528-7581 (collect) or (800) 438-3242 (toll free) or Morgan
Stanley & Co. LLC, Liability Management Group at (212) 761-1057
(collect) or (800) 624-1808 (toll-free).
None of the Company or its
board of directors, the Dealer Managers, DFK or the trustee with
respect to any series of Notes is making any recommendation as to
whether holders of Notes should tender any Notes in response to any
of the Tender Offers, and neither the Company nor any such other
person has authorized any person to make any such recommendation.
Holders of Notes must make their own decision as to whether to
tender any of their Notes, and, if so, the principal amount of
Notes to tender.
This press release shall not
constitute an offer to sell, a solicitation to buy or an offer to
purchase or sell any securities. The Tender Offers are being made
only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law.
The full details of the Tender
Offers, including complete instruction on how to tender Notes, are
included in the Offer to Purchase. The Offer to Purchase contains
important information that should be read by holders of Notes
before making a decision to tender any Notes. The Offer to Purchase
may be obtained from DFK, free of charge, by email at
vfc@dfking.com or obtained from DFK, free of charge, by calling
toll-free at (800) 290-6432 (bankers and brokers can call collect
at (212) 269-5550).
About VF
Founded in 1899, VF
Corporation is one of the world’s largest apparel, footwear and
accessories companies connecting people to the lifestyles,
activities and experiences they cherish most through a family of
iconic outdoor, active and workwear brands including Vans®, The
North Face®, Timberland® and Dickies®. Our purpose is to power
movements of sustainable and active lifestyles for the betterment
of people and our planet. We connect this purpose with a relentless
drive to succeed to create value for all stakeholders and use our
company as a force for good. For more information, please visit
vfc.com.
Certain statements included in this release are
"forward-looking statements" within the meaning of the federal
securities laws. Forward-looking statements are made based on our
expectations and beliefs concerning future events impacting VF and
therefore involve several risks and uncertainties. You can identify
these statements by the fact that they use words such as “will,”
“anticipate,” “estimate,” “expect,” “should,” and “may” and other
words and terms of similar meaning or use of future dates. We
caution that forward-looking statements are not guarantees and that
actual results could differ materially from those expressed or
implied in the forward-looking statements. Potential risks and
uncertainties that could cause the actual results of operations or
financial condition of VF to differ materially from those expressed
or implied by forward-looking statements in this release include,
but are not limited to: risks associated with the spin-off of our
Jeanswear business completed on May 22, 2019, including the risk
that VF will not realize all of the expected benefits of the
spin-off; and the risk that the spin-off will not be tax-free for
U.S. federal income tax purposes; the risk that there will be a
loss of synergies from separating the businesses that could
negatively impact the balance sheet, profit margins or earnings of
VF. There are also risks associated with the relocation of our
global headquarters and a number of brands to the metro Denver
area, including the risk of significant disruption to our
operations, the temporary diversion of management resources and
loss of key employees who have substantial experience and expertise
in our business, the risk that we may encounter difficulties
retaining employees who elect to transfer and attracting new talent
in the Denver area to replace our employees who are unwilling to
relocate, the risk that the relocation may involve significant
additional costs to us and that the expected benefits of the move
may not be fully realized. Other risks include foreign currency
fluctuations; the level of consumer demand for apparel, footwear
and accessories; disruption to VF’s distribution system; the
financial strength of VF's customers; fluctuations in the price,
availability and quality of raw materials and contracted products;
disruption and volatility in the global capital and credit markets;
VF's response to changing fashion trends, evolving consumer
preferences and changing patterns of consumer behavior, intense
competition from online retailers, manufacturing and product
innovation; increasing pressure on margins; VF's ability to
implement its business strategy; VF's ability to grow its
international and direct-to-consumer businesses; VF’s and its
vendors’ ability to maintain the strength and security of
information technology systems; the risk that VF's facilities and
systems and those of our third-party service providers may be
vulnerable to and unable to anticipate or detect data security
breaches and data or financial loss; VF's ability to properly
collect, use, manage and secure consumer and employee data;
stability of VF's manufacturing facilities and foreign suppliers;
continued use by VF's suppliers of ethical business practices; VF’s
ability to accurately forecast demand for products; continuity of
members of VF’s management; VF's ability to protect trademarks and
other intellectual property rights; possible goodwill and other
asset impairment; maintenance by VF’s licensees and distributors of
the value of VF’s brands; VF's ability to execute and integrate
acquisitions; changes in tax laws and liabilities; legal,
regulatory, political and economic risks; the risk of economic
uncertainty associated with the exit of the United Kingdom from the
European Union ("Brexit") or any other similar referendums that may
be held; and adverse or unexpected weather conditions. More
information on potential factors that could affect VF’s financial
results is included from time to time in VF’s public reports filed
with the SEC, including VF’s Annual Report on Form 10-K, and
Quarterly Reports on Form 10-Q, and Forms 8-K filed or furnished
with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20200218005312/en/
VF Corporation
Joe Alkire, 720-778-4051
Vice President, Corporate
Development, Investor Relations and Treasury or Craig Hodges, 720-778-4116
Vice President, Corporate
Affairs
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