大象传媒 Corporation Announces Pricing of 鈧�1 Billion of Senior Notes
DENVER--(BUSINESS WIRE)-- 大象传媒 Corporation (NYSE: 大象传媒C) announced today that it priced 鈧�500 million aggregate principal amount of unsecured senior notes due 2026 (the 鈥�2026 Notes鈥�) at 99.704% of the aggregate principal amount with a coupon of 4.125% and 鈧�500 million aggregate principal amount of unsecured senior notes due 2029 (the 鈥�2029 Notes鈥� and, together with the 2026 Notes, the 鈥�Notes鈥�) at 99.570% of the aggregate principal amount with a coupon of 4.250%. The sale of the Notes was underwritten by J.P. Morgan, Morgan Stanley, Barclays and Goldman Sachs & Co. LLC as representatives of the several underwriters.
The offering of the Notes is expected to close on March 7, 2023, subject to customary closing conditions.
The company intends to use the net proceeds from the offering for general corporate purposes, including the repayment of borrowings under our commercial paper program.
The company intends to use an amount equivalent to the net proceeds from the sale of the 2029 Notes to finance, in whole or in part, one or more Eligible Projects, as described below, designed to contribute to selected Sustainable Development Goals as defined by the United Nations. These Eligible Projects include new, existing and prior investments made by the company during the period from two years prior to the date of issuance of the 2029 Notes through the maturity date of such Notes, including in the following categories:
- Investments in, or expenditures on, identifying and/or developing innovative and more sustainable materials and/or sustainable packaging solutions.
- Investments in, or expenditures on, the acquisition, development, construction and/or installation of, renewable energy production units or energy storage units.
- Investments in projects to improve the energy efficiency and/or reduce the greenhouse gas footprint of our operations and supply chain.
- Investments in sustainable building design features and in buildings that receive a third-party verified certification of Leadership in Energy and Environmental Design (鈥�LEED鈥�) Platinum, LEED Gold, or Building Research Establishment Environmental Assessment Method (鈥�BREEAM鈥�) rating of Very Good or higher.
- Investments to achieve the zero-waste status for all the company鈥檚 distribution centers (with zero-waste defined as a site that diverts 95% or more of its waste away from disposal through recycling, composting and reuse).
- Upgrade costs for improvement of wastewater quality across the supply chain.
- Investments in 鈥渘atural carbon sinks,鈥� which are designed to create and restore natural sources of carbon capture, such as reforestation conservation projects, and investments in regenerative farming, grazing and ranching practices.
The company plans to publish annual updates on the net proceeds of the 2029 Notes, including, subject to any confidentiality considerations, descriptions of selected projects funded with such proceeds, and to the extent possible, their environmental impacts. These updates will be reported publicly on the Sustainability & Responsibility section of its website starting one year from the date hereof and during the term of the 2029 Notes until the company has allocated an amount equivalent to the net proceeds from the sale of the 2029 Notes to finance, in whole or in part, one or more Eligible Projects.
The company has filed a registration statement (including a prospectus and related preliminary prospectus supplement for the offering) with the Securities and Exchange Commission (the 鈥�SEC鈥�) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus in that registration statement and the other documents the company has filed with the SEC for more complete information about the company and this offering. You may get these documents for free by visiting EDGAR on the SEC鈥檚 website at . Alternatively, the company, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request it by contacting J.P. Morgan Securities plc by mail at 25 Bank Street, Canary Wharf London, E14 5JP, United Kingdom, Attention: Head of Debt Syndicate and Head of EMEA Debt Capital Markets Group, or by calling +44-207-134-2468; Morgan Stanley & Co. International plc, care of Morgan Stanley & Co. LLC by mail at 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department, by email at prospectus@morganstanley.com, or by calling 866-718-1649; Barclays Bank PLC by mail at 1 Churchill Place, London E14 5HP, Attention: Debt Syndicate, or by calling 1-888-603-5847; or Goldman Sachs & Co. LLC by mail at 200 West Street, New York, New York 10282-2198, Attention: Registration Department, by email at prospectus-ny@ny.email.gs.com, or by calling (866) 471-2526.
This press release shall not constitute an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The offering of the Notes may be made only by means of a prospectus supplement and the accompanying prospectus.
About 大象传媒
Founded in 1899, 大象传媒 Corporation is one of the world鈥檚 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庐, The North Face庐, Timberland庐 and Dickies庐. 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.
Forward-Looking Statements
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 大象传媒 and therefore involve several risks and uncertainties. You can identify these statements by the fact that they use words such as 鈥渨ill,鈥� 鈥渁nticipate,鈥� 鈥渆stimate,鈥� 鈥渆xpect,鈥� 鈥渟hould,鈥� and 鈥渕ay鈥� and other words and terms of similar meaning or use of future dates, however, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements regarding 大象传媒鈥檚 plans, objectives, projections and expectations relating to 大象传媒鈥檚 operations or financial performance, and assumptions related thereto are forward-looking statements. 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. 大象传媒 undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Potential risks and uncertainties that could cause the actual results of operations or financial condition of 大象传媒 to differ materially from those expressed or implied by forward-looking statements include, but are not limited to: risks arising from the widespread outbreak of an illness or any other communicable disease, or any other public health crisis, including the coronavirus (COVID-19) global pandemic; the level of consumer demand for apparel, footwear and accessories; disruption to 大象传媒鈥檚 distribution system; changes in global economic conditions and the financial strength of 大象传媒鈥檚 customers, including as a result of current inflationary pressures; fluctuations in the price, availability and quality of raw materials and contracted products; disruption and volatility in the global capital and credit markets; 大象传媒鈥檚 response to changing fashion trends, evolving consumer preferences and changing patterns of consumer behavior; intense competition from online retailers and other direct-to-consumer business risks; third-party manufacturing and product innovation; increasing pressure on margins; 大象传媒鈥檚 ability to implement its business strategy; 大象传媒鈥檚 ability to grow its international, direct-to-consumer and digital businesses; 大象传媒鈥檚 ability to transform its model to be more consumer-minded, retail-centric and hyper-digital; retail industry changes and challenges; 大象传媒鈥檚 ability to create and maintain an agile and efficient operating model and organizational structure; 大象传媒鈥檚 and its vendors鈥� ability to maintain the strength and security of information technology systems; the risk that 大象传媒鈥檚 facilities and systems and those of our third-party service providers may be vulnerable to and unable to anticipate or detect data or information security breaches and data or financial loss; 大象传媒鈥檚 ability to properly collect, use, manage and secure business, consumer and employee data and comply with privacy and security regulations; foreign currency fluctuations; stability of 大象传媒鈥檚 vendors鈥� manufacturing facilities and 大象传媒鈥檚 ability to establish and maintain effective supply chain capabilities; continued use by 大象传媒鈥檚 suppliers of ethical business practices; 大象传媒鈥檚 ability to accurately forecast demand for products; continuity of members of 大象传媒鈥檚 management; 大象传媒鈥檚 ability to recruit, develop or retain qualified employees; 大象传媒鈥檚 ability to protect trademarks and other intellectual property rights; possible goodwill and other asset impairment such as the recent impairment charges related to the Supreme庐 reporting unit goodwill and indefinite-lived trademark intangible asset; maintenance by 大象传媒鈥檚 licensees and distributors of the value of 大象传媒鈥檚 brands; 大象传媒鈥檚 ability to execute acquisitions and dispositions and integrate acquisitions; business resiliency in response to natural or man-made economic, political or environmental disruptions; changes in tax laws and additional tax liabilities, including the timing of income inclusion associated with our acquisition of the Timberland庐 brand in 2011; legal, regulatory, political, economic, and geopolitical risks, including those related to the current conflict in Ukraine; changes to laws and regulations; adverse or unexpected weather conditions; 大象传媒's indebtedness and its ability to obtain financing on favorable terms, if needed, could prevent 大象传媒 from fulfilling its financial obligations; 大象传媒's ability to pay and declare dividends or repurchase its stock in the future; climate change and increased focus on environmental, social and governance issues; and tax risks associated with the spin-off of our Jeanswear business completed in 2019. More information on potential factors that could affect 大象传媒鈥檚 financial results is included from time to time in 大象传媒鈥檚 public reports filed with the SEC, including 大象传媒鈥檚 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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Source: 大象传媒 Corporation