Item 1.01. Entry into a Material Definitive Agreement
On November 19, 2021, Hanesbrands Inc. (the "Company"), along with each of MFB
International Holdings S.à r.l. ("MFB International Holdings"), and HBI Holdings
Australasia Pty Ltd (f/k/a HBI Australia Acquisition Co. Pty Ltd.), wholly-owned
subsidiaries of the Company, entered into a Fifth Amended and Restated Credit
Agreement (the "Fifth Amended Credit Agreement") with the various financial
institutions and other persons from time to time party to the Fifth Amended
Credit Agreement (the "Lenders"), Bank of America, N.A., Barclays Bank PLC, HSBC
Bank USA, N.A., PNC Bank, National Association, Truist Bank, N.A. and Wells
Fargo Bank, N.A., as the co-syndication agents, Fifth Third Bank, National
Association, The Bank of Nova Scotia, MUFG Securities Americas Inc. and Goldman
Sachs Bank USA, as the co-documentation agents, JPMorgan Chase Bank, N.A., as
the administrative agent and the collateral agent, and JPMorgan Chase Bank,
N.A., BOFA Securities, Inc., Barclays Bank PLC, HSBC Securities (USA) Inc., PNC
Capital Markets LLC, Truist Securities Inc., and Wells Fargo Securities, LLC, as
the joint lead arrangers and joint bookrunners, which amends and restates the
Company's Fourth Amended and Restated Credit Agreement, dated as of December 15,
2017 (as amended through the date hereof, the "Prior Credit Agreement").
The Fifth Amended Credit Agreement provides for potential committed aggregate
borrowings of up to $2.00 billion, consisting of: (i) a $950 million revolving
loan facility (the "Revolving Loan Facility") available to be borrowed in
dollars and Euros, (ii) a $1 billion term loan a facility (the "Term Loan
Facility"), and (iii) a revolving loan facility in an amount of up to the
Australian dollar equivalent of $50 million (the "Australian Revolving Facility"
and together with the Revolving Loan Facility and the Term Loan Facility, the
"Senior Secured Credit Facility"). Additionally, subject to customary joinder
conditions anticipated to be met after the Closing Date, $50 million of the
Revolving Loan Facility will be available in Euros to be borrowed by HBI Italy
Acquisition Co. S.R.L. (the "Euro Borrower"), a wholly-owned subsidiary of the
Company. A portion of the Revolving Loan Facility is available for the issuances
of letters of credit and the making of swingline loans, and any such issuance of
letters of credit or making of a swingline loan will reduce the amount available
under the Revolving Loan Facility.
At the Company's option, it may add one or more tranches of term loans or
increase the commitments under the Revolving Loan Facility so long as certain
conditions are satisfied, including, among others, that no default or event of
default is in existence, the Company is in pro forma compliance with the
financial covenants set forth below and the Company's senior secured leverage
ratio is not greater than 3.50 to 1.00 on a pro forma basis after giving effect
to the incurrence of such indebtedness.
The proceeds of the Revolving Loan Facility will be used for general corporate
purposes and working capital needs. The proceeds of the Term Loan Facility were
used to refinance existing term loan borrowings under the Prior Credit Agreement
and to redeem, together with cash on hand, the Company's 5.375% Notes due 2025
(the "Notes"). The proceeds of the Australian Revolving Facility will be used to
refinance that certain Working Capital Facility Agreement, dated as of July 15,
2016 as amended by the First Amending Agreement, dated July 13, 2021, among the
Australian Borrower, the other Australian subsidiaries party thereto, Westpac
Banking Corporation and Westpac New Zealand Limited and for working capital and
general corporate purposes (including letters of credit and bank guarantees).
The Revolving Loan Facility and the Term Loan Facility are guaranteed by
substantially all of the Company's existing and future direct and indirect U.S.
subsidiaries, with certain customary or agreed-upon exceptions for certain
subsidiaries. The Company and each of the guarantors under the Revolving Loan
Facility and the Term Loan Facility have granted the lenders under the Senior
Secured Credit Facility a valid and perfected first priority (subject to certain
customary exceptions) lien and security interest in (i) the equity interests of
substantially all of the Company's direct and indirect U.S. subsidiaries and 65%
of the voting securities of certain first tier foreign subsidiaries; and
(ii) substantially all present and future property and assets, real and
personal, tangible and intangible, of the Company and each guarantor, except for
certain enumerated interests, and all proceeds and products of such property and
assets.
The Australian Revolving Facility is guaranteed by the Company and substantially
all of the Company's existing and future direct and indirect U.S. subsidiaries,
with certain customary or agreed-upon exceptions, as well as certain of the
Company's indirect foreign subsidiaries, including substantially all of its
Australian and New Zealand subsidiaries. In connection with such guarantee, the
Company and certain of the guarantors under the Australian Revolving Facility
have granted the lenders under the Australian Revolving Facility a valid and
perfected first priority (subject to certain customary exceptions) liens and
security interest in substantially all of their assets.
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The Revolving Loan Facility and the Australian Revolving Facility each mature on
November 19, 2026. All borrowings under such facilities must be repaid in full
upon maturity. Outstanding borrowings under either facility may be reborrowed
and repaid without penalty.
The Term Loan Facility matures on November 19, 2026. Outstanding borrowings
under the Term Loan Facility are repayable in equal quarterly installments of
the following amounts per annum of the percentage of the original principal
amount of the Term Loan Facility, with the remainder of the outstanding
principal to be repaid at maturity:
Year Percentage
1 2.5 %
2 2.5 %
3 5.0 %
4 5.0 %
5 7.5 %
The Term Loan Facility requires the Company to prepay any outstanding amounts in
connection with (i) the incurrence of certain indebtedness and (ii) non-ordinary
course asset sales or other dispositions (including as a result of casualty or
condemnation) that exceed certain thresholds in any period of twelve-consecutive
months, with customary reinvestment provisions.
At the Company's option, borrowings in U.S. dollars may be maintained from time
to time as (i) "ABR" loans, which bear interest at the highest of (a) the rate
last quoted by The Wall Street Journal in the U.S. as the prime rate in effect,
(b) 1/2 of 1% in excess of the federal funds rate and (c) the "Adjusted LIBO
Rate" (as defined in the Senior Secured Credit Facility and adjusted for maximum
reserves) for LIBO-based loans with a one-month interest period plus 1.0%, in
effect from time to time, in each case plus the applicable margin, or (ii) "Term
Benchmark Loans," which bear interest at the Adjusted LIBO Rate, as determined
by reference to the London interbank offered rate appearing on page LIBOR01 or
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
As disclosed above, on November 19, 2021, the Company entered into the Fifth
Amended Credit Agreement. The information in Item 1.01 above is incorporated by
reference into this Item 2.03.
Item 8.01. Other Events.
On November 19, 2021 (the "Redemption Date"), the Company completed its optional
redemption of all of the outstanding Notes in the original aggregate principal
amount of $700,000,000. The Notes were redeemed at 1.04977%, or $1,049.77 per
$1,000 principal amount of the Notes, as calculated in accordance with the terms
and conditions set forth in the indenture governing the Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 Fifth Amended and Restated Credit Agreement (the "Fifth Amended
Credit Agreement") by and among Hanesbrands Inc., MFB International
Holdings S.à r.l., HBI Holdings Australasia Pty Ltd (f/k/a HBI
Australia Acquisition Co. Pty Ltd.) and the various financial
institutions from time to time party to the Fifth Amended Credit
Agreement as lenders, Bank of America, N.A., Barclays Bank PLC,
HSBC Bank USA, N.A., PNC Bank, National Association, Truist Bank,
N.A. and Wells Fargo Bank, N.A., as the co-syndication agents,
Fifth Third Bank, National Association, The Bank of Nova Scotia,
MUFG Securities Americas Inc. and Goldman Sachs Bank USA, as the
co-documentation agents, JPMorgan Chase Bank, N.A., as the
administrative agent and the collateral agent, and JPMorgan Chase
Bank, N.A., BOFA Securities, Inc., Barclays Bank PLC, HSBC
Securities (USA) Inc., PNC Capital Markets LLC, Truist Securities
Inc., and Wells Fargo Securities, LLC, as the joint lead arrangers
and joint bookrunners.*
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K, and the Company agrees to furnish supplementally to the
Commission a copy of any omitted exhibits or schedules upon request.
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