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Item 1.01.
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Entry into a Material Definitive Agreement.
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On August 25, 2017, The William Carter Company, a
wholly owned subsidiary of Carter’s, Inc. (the “Company”), amended and restated the terms of its existing $500 million revolving credit facility pursuant to a fourth amended and restated credit agreement to provide for a $750 million
revolving credit facility. Capitalized terms used in the description below but not defined herein have the meanings given to such terms in the fourth amended and restated credit facility.
The terms of the fourth amended and restated credit facility are substantially similar to the terms of the Company’s third amended and restated credit
facility, which was described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2015 (and that description is incorporated by reference herein), except for the following material
changes:
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the term of the facility was extended to August 25, 2022;
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the size of the U.S. Dollar revolving credit facility was increased, and is now in the aggregate amount of $650.0 million (including a $100.0 million sub-limit for letters of credit and a swing line sub-limit of
$70 million); and
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the size of the incremental facilities was increased, and is now in an aggregate amount not to exceed $425.0 million (which includes $350.0 million with respect to the U.S. Dollar revolving credit facility and
$75.0 million with respect to the Multicurrency revolving credit facility), plus an unlimited amount with respect to U.S. Dollar credit facility so long as, after giving effect to such incremental facility, the Consolidated First Lien Leverage
Ratio does not exceed 2.25:1.00.
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Under the fourth amended and restated credit facility, The William Carter Company and its domestic
subsidiaries will continue to grant to the Collateral Agent, for the benefit of the lenders, valid and perfected first priority security interests in substantially all of their present and future assets, excluding certain customary exceptions, and
guarantee the obligations of the Borrowers. In addition, The Genuine Canadian Corp., as Canadian Borrower continues to guarantee the obligations of Carter’s Holdings B.V., as Dutch Borrower, and the Dutch Borrower continues to guarantee the
obligations of the Canadian Borrower, in each case, under the fourth amended and restated credit facility.
The fourth amended and restated credit
facility provides liquidity to be used for ongoing working capital purposes and for general corporate purposes.
The fourth amended and restated credit
facility is by and among The William Carter Company, as U.S. Borrower, The Genuine Canadian Corp., as Canadian Borrower, Carter’s Holdings B.V., as Dutch Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, U.S. Dollar Facility
Swing Line Lender, U.S. Dollar Facility L/C Issuer and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent, a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, J.P. Morgan Europe
Limited, as European Agent, JPMorgan Chase Bank, N.A., London Branch, as a Multicurrency Facility Swing Line Lender and a Multicurrency Facility L/C Issuer, Bank of America, N.A. and Bank of Montreal, as Co-Syndication Agents, JPMorgan Chase Bank,
N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated and BMO Capital Markets Corp., as Joint Lead Arrangers and Bookrunners, Branch Banking & Trust Company, HSBC Securities (USA) Inc., Royal Bank of Canada, SunTrust Bank, U.S.
Bank National Association and Wells Fargo Bank, National Association, as Co-Documentation Agents and certain other lenders party thereto.
The foregoing description of the fourth amended and restated credit facility does not purport to be complete and
is qualified in its entirety by reference to the fourth amended and restated credit facility, which is filed with this Current Report as Exhibit 10.1.