ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT; ITEM 2.03 CREATION OF A
DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
On June 3, 2020 (the "First Amendment Effective Date"), PVH Corp. (the
"Company"), together with certain of its subsidiaries, entered into an amendment
(the "Amendment") to its existing credit agreement, dated as of April 29, 2019
(the "Original Credit Agreement" and as amended by the Amendment, the "Credit
Agreement") with the consenting lenders party thereto and Barclays Bank PLC, as
administrative agent (the "Agent").
The Amendment establishes a covenant relief period (the "Covenant Relief
Period") commencing on the First Amendment Effective Date and (unless earlier
terminated by the Company in accordance with the terms of the Credit Agreement)
ending on the date on which the Agent receives the Company's compliance
certificate in respect of the Company's second fiscal quarter in its 2021 fiscal
year.  During the Covenant Relief Period, the Company will not be subject to any
minimum interest coverage ratio or maximum net leverage ratio financial covenant
(collectively, the "Original Financial Covenants"), but is required to maintain
minimum liquidity (as described in the Credit Agreement) of at least
$400,000,000.  After the Covenant Relief Period, the Original Financial
Covenants will again apply to the Company; however, to the extent the Covenant
Relief Period is not terminated early by the Company, the Credit Agreement
provides for a higher maximum net leverage ratio in the second and third fiscal
quarter of the Company's 2021 fiscal year.
The Amendment also provides that during the Covenant Relief Period (a) the
applicable margin for any loan will be increased by 0.25% per annum, (b) the
Company will not be permitted to make Restricted Payments (as defined in the
Credit Agreement), subject to certain exceptions, and its ability to incur
indebtedness and liens will be reduced and (c) if the Company's public debt
rating is downgraded to certain levels by Standard & Poor's and Moody's, the
Company must cause each of its wholly owned United States subsidiaries (subject
to certain customary exceptions) to become a guarantor under the Credit
Agreement and the Company and each such subsidiary guarantor will be required to
grant liens in favor of Barclays Bank PLC, as collateral agent, on their
respective assets (subject to certain customary exceptions), which guarantees
and liens will be released upon the Company's public debt rating being upgraded
to certain levels, all as further described in the Credit Agreement.
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