Gap Inc. Announces Pricing of Offering of $2.25 Billion of Senior Secured Notes
April 23 2020 - 4:54PM
Business Wire
Gap Inc. (NYSE: GPS) today announced it priced an offering (the
"Offering") of $500 million aggregate principal amount of its
8.375% Senior Secured Notes due 2023 (the "2023 Notes"), $750
million aggregate principal amount of its 8.625% Senior Secured
Notes due 2025 (the "2025 Notes") and $1 billion aggregate
principal amount of its 8.875% Senior Secured Notes due 2027 (the
"2027 Notes" and, with the 2023 Notes and the 2025 Notes, the
"Notes"), each at an offering price of 100% of the principal amount
thereof. We intend to use the net proceeds from the sale of the
Notes to refinance our 5.95% notes due April 2021, refinance all
outstanding amounts under our existing $500 million, five-year,
unsecured revolving credit facility, which is scheduled to expire
in May 2023, pay fees and expenses of the offering, and for general
corporate purposes. The closing of the offering of the Notes is
expected to occur on or about May 7, 2020, and is contingent on,
and expected to occur simultaneously with, an amendment,
modification, replacement, or refinancing with lenders under our
existing revolving credit facility, which may include our entering
into an amended and restated senior secured asset-based revolving
credit facility in an initial aggregate principal amount of up to
$2 billion (the "ABL Credit Facility"), subject to the satisfaction
of other customary conditions.
The Notes will be guaranteed on a senior secured basis, jointly
and severally, by our existing and future direct and indirect
domestic subsidiaries that will guarantee the ABL Credit Facility.
The notes and the related guarantees will be secured by a first
priority security interest in certain of our and the guarantors’
real property in addition to a lien on substantially all of our and
the guarantors’ intellectual property, equipment, investment
property, and general intangibles, subject to certain exceptions
and permitted liens.
The Notes have not been registered under the Securities Act of
1933, as amended (the “Securities Act”) or any state or other
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state laws. Gap Inc. plans to offer and issue the Notes only to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to non-U.S. persons outside the United States
pursuant to Regulation S. The Notes will be subject to restrictions
on transferability and resale and may not be transferred or resold
except in compliance with the registration requirements of the
Securities Act or pursuant to an exemption therefrom and in
compliance with other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Notes or any other securities
and shall not constitute an offer to sell or a solicitation of an
offer to buy, or a sale of, the Notes or any other securities in
any jurisdiction in which such offer, solicitation or sale is
unlawful. The Offering is made only by, and pursuant to, the terms
set forth in the related offering memorandum. The Offering is not
being made to persons in any jurisdiction in which the making or
acceptance thereof would not be in compliance with the securities,
blue sky or other laws of such jurisdiction.
About Gap Inc.
Gap Inc. is a leading global retailer offering clothing,
accessories, and personal care products for men, women, and
children under the Old Navy, Gap, Banana Republic, Athleta,
Intermix, Janie and Jack, and Hill City brands. Fiscal year 2019
net sales were $16.4 billion. Gap Inc. products are available for
purchase in more than 90 countries worldwide through
company-operated stores, franchise stores, and e-commerce sites.
For more information, please visit www.gapinc.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. All statements other than those that are purely
historical are forward-looking statements. Words such as "expect,"
"anticipate," "believe," "estimate," "intend," "plan," and similar
expressions also identify forward-looking statements.
Forward-looking statements include, without limitation, statements
relating to the intended use of the proceeds from the Notes, the
expected closing date of the offering of the Notes, the plan of
sale of the Notes, and the proposed new ABL Credit Facility.
Because these forward-looking statements involve risks and
uncertainties, there are important factors that could cause the
company’s actual results to differ materially from those in the
forward-looking statements.
Additional information regarding these factors that could cause
results to differ can be found in the company’s Annual Report on
Form 10-K for the fiscal year ended February 1, 2020, the company's
Current Report on Form 8-K filed on April 23, 2020, as well as the
company’s subsequent filings with the Securities and Exchange
Commission. These forward-looking statements are based on
information as of April 23, 2020. The company assumes no obligation
to publicly update or revise its forward-looking statements even if
experience or future changes make it clear that any projected
results expressed or implied therein will not be realized.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200423005927/en/
Media Contact: Sandy Goldberg press@gap.com
Investor Relations: Tina Romani
Investor_relations@gap.com
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