VF Corporation (NYSE: VFC) announced today that its previously
announced offering of €500 million aggregate principal amount of
unsecured senior notes due 2028 (the “2028 Notes”) priced at
99.362% of the aggregate principal amount with a coupon of 0.250%
and its €500 million aggregate principal amount of unsecured senior
notes due 2032 (the “2032 Notes” and, together with the 2028 Notes,
the “Notes”) priced at 98.673% of the aggregate principal amount
with a coupon of 0.625%. The sale of the Notes was underwritten by
Barclays, BofA Securities and Morgan Stanley as joint book-running
managers. Morgan Stanley was the Green Structuring Agent for the
2028 Notes.
The notes offering is expected to close on February 25, 2020,
subject to customary closing conditions.
The company intends to use the net proceeds from the offering to
fund tender offers to purchase for cash (the “Tender Offers”) any
and all of its outstanding 6.000% Notes due 2033 (the “2033 Notes”)
and any and all of its outstanding 6.450% Notes due 2037 (the “2037
Notes”) or to repay borrowings under its commercial paper program
used to fund the Tender Offers, to fund the redemption of all of
its outstanding 3.500% Notes due 2021 (the “2021 Notes”) and to pay
accrued and unpaid interest, premiums, fees and expenses in
connection with the Tender Offers. The Tender Offers are being made
pursuant to an Offer to Purchase dated February 3, 2020. The
company intends to use any remaining proceeds for general corporate
purposes.
The offering of the Notes is not contingent on the completion of
the Tender Offers. The foregoing does not constitute an offer to
purchase, or a notice of redemption or an obligation to issue a
notice of redemption for, the 2033 Notes, 2037 Notes, 2021 Notes or
any other notes.
The company intends to use an amount equivalent to the net
proceeds from the offering of the 2028 Notes to finance, in whole
or in part, one or more Eligible Projects 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 three years
prior to the date of issuance of the 2028 Notes through the
maturity date of such Notes, 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 (“LEED”) Platinum,
LEED Gold, or Building Research Establishment Environmental
Assessment Method (“BREEAM”) rating of Very Good or higher.
- Investments to achieve the zero-waste status for all the
company’s 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 “natural carbon sinks,” 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 2028 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 2028 Notes until the company
has allocated an amount equivalent to the net proceeds from the
sale of the 2028 Notes to finance, in whole or in part, one or more
Eligible Projects.
In connection with the 2028 Notes, the company worked with
Sustainalytics U.S., Inc. – an outside consultant with recognized
expertise in environmental, social and governance research and
analysis – to obtain an independent second-party opinion.
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 “SEC”)
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’s website
at www.sec.gov. 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 Barclays Capital Inc. c/o
Broadridge Financial Solutions by mail at 1155 Long Island Avenue,
Edgewood, NY, 11717, by email at barclaysprospectus@broadridge.com,
or by calling 888-603-5847; Merrill Lynch International by calling
1-800-294-1322; or Morgan Stanley & Co. International plc, care
of Morgan Stanley & Co. LLC by mail at 180 Varick Street, 2nd
Floor, New York, NY 10014 Attn: Prospectus Department, by email at
prospectus@morganstanley.com, or by calling 866-718-1649.
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 VF
Founded in 1899, VF Corporation is one of the world’s 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®, The North Face®, Timberland® and Dickies®. 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. For more
information, please visit vfc.com.
Forward Looking Statements
Certain statements included in this release and attachments 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 VF and
therefore involve several risks and uncertainties. You can identify
these statements by the fact that they use words such as “will,”
“anticipate,” “estimate,” “expect,” “should,” and “may” and other
words and terms of similar meaning or use of future dates. 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. Potential risks and
uncertainties that could cause the actual results of operations or
financial condition of VF to differ materially from those expressed
or implied by forward-looking statements in this release include,
but are not limited to: risks associated with the spin-off of our
Jeanswear business completed on May 22, 2019, including the risk
that VF will not realize all of the expected benefits of the
spin-off; and the risk that the spin-off will not be tax-free for
U.S. federal income tax purposes; the risk that there will be a
loss of synergies from separating the businesses that could
negatively impact the balance sheet, profit margins or earnings of
VF. There are also risks associated with the relocation of our
global headquarters and a number of brands to the metro Denver
area, including the risk of significant disruption to our
operations, the temporary diversion of management resources and
loss of key employees who have substantial experience and expertise
in our business, the risk that we may encounter difficulties
retaining employees who elect to transfer and attracting new talent
in the Denver area to replace our employees who are unwilling to
relocate, the risk that the relocation may involve significant
additional costs to us and that the expected benefits of the move
may not be fully realized. Other risks include foreign currency
fluctuations; the level of consumer demand for apparel, footwear
and accessories; disruption to VF’s distribution system; the
financial strength of VF's customers; fluctuations in the price,
availability and quality of raw materials and contracted products;
disruption and volatility in the global capital and credit markets;
VF's response to changing fashion trends, evolving consumer
preferences and changing patterns of consumer behavior, intense
competition from online retailers, manufacturing and product
innovation; increasing pressure on margins; VF's ability to
implement its business strategy; VF's ability to grow its
international and direct-to-consumer businesses; VF’s and its
vendors’ ability to maintain the strength and security of
information technology systems; the risk that VF's facilities and
systems and those of our third-party service providers may be
vulnerable to and unable to anticipate or detect data security
breaches and data or financial loss; VF's ability to properly
collect, use, manage and secure consumer and employee data;
stability of VF's manufacturing facilities and foreign suppliers;
continued use by VF's suppliers of ethical business practices; VF’s
ability to accurately forecast demand for products; continuity of
members of VF’s management; VF's ability to protect trademarks and
other intellectual property rights; possible goodwill and other
asset impairment; maintenance by VF’s licensees and distributors of
the value of VF’s brands; VF's ability to execute and integrate
acquisitions; changes in tax laws and liabilities; legal,
regulatory, political and economic risks; the risk of economic
uncertainty associated with the exit of the United Kingdom from the
European Union ("Brexit") or any other similar referendums that may
be held; and adverse or unexpected weather conditions. More
information on potential factors that could affect VF’s financial
results is included from time to time in VF’s public reports filed
with the SEC, including VF’s 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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version on businesswire.com: https://www.businesswire.com/news/home/20200218006073/en/
Joe Alkire Vice President, Corporate Development, Investor
Relations and Treasury (720) 778-4051 or Craig Hodges Vice
President, Corporate Affairs (720) 778-4116
VF (NYSE:VFC)
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