| Item 1.01. |
Entry into a Material Definitive Agreement. |
Notes Offering
On November 13, 2025, The William Carter Company (the “Company”), a wholly owned subsidiary of Carter’s, Inc. (“Carter’s”), completed the sale of $575 million aggregate principal amount of 7.375% senior notes due 2031 (the “notes”). The Company received net proceeds from the offering of approximately $567 million, after deducting related fees and expenses, which it intends to use, together with cash on hand, to (i) redeem all of its outstanding 5.625% senior notes due 2027, (ii) pay related fees and expenses and (iii) with any remaining amounts, for general corporate purposes.
The notes were issued pursuant to an indenture, dated November 13, 2025 (the “indenture”), by and among the Company, certain guarantors from time to time party thereto, and U.S. Bank Trust Company, National Association, as trustee. The notes are the senior unsecured obligations of the Company and are fully and unconditionally guaranteed, subject to certain exceptions, by Carter’s and by each of the Company’s current and, subject to certain exceptions, future domestic subsidiaries that guarantee the Company’s secured revolving credit facility or certain other debt of the Company or the subsidiary guarantors. The indenture limits the ability of the Company and each of the guarantors of the notes to incur certain liens, enter into certain sale and leaseback transactions, and consolidate, merge or sell all or substantially all of their assets.
The notes will be redeemable, in whole or in part, at any time or from time to time on or after November 15, 2027, at the redemption prices specified in the indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. At any time and from time to time prior to November 15, 2027, the notes may be redeemed, in whole or in part, at a redemption price of 100% of the principal amount thereof, plus a “make-whole” premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem up to 40% of the notes at any time or from time to time before November 15, 2027, with the net cash proceeds from certain equity offerings at a redemption price equal to 107.375%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
In the event of a change of control of the Company and a rating downgrade, the Company will be required to offer to repurchase all outstanding notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The indenture contains customary events of default, which include (subject in certain cases to customary grace and cure periods), nonpayment of principal or interest; breach of other agreements in the indenture; failure to pay certain other indebtedness; certain events of bankruptcy, insolvency or reorganization; failure to pay certain final judgments; and failure of certain guarantees to be enforceable.
The foregoing descriptions are summaries of the material terms of these agreements and are not complete and are subject to, and qualified in their entirety by, the complete text of these agreements which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2, each of which is incorporated by reference into this Item 1.01.
| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Notes Offering
The notes were offered and sold pursuant to a purchase agreement, dated October 29, 2025, between the Company, the guarantors named therein, and J.P. Morgan Securities LLC, on behalf of itself and the other initial purchasers identified therein (collectively, the “Initial Purchasers”). The notes were resold to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933 (as amended, the “Securities Act”) and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered for sale under the Securities Act or any state 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. This Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to purchase any securities. Certain of the Initial Purchasers and their affiliates have engaged, and may in the future engage, in investment banking, commercial banking and other financial advisory and commercial dealings with Carter’s and its affiliates for which they have received, or will receive, customary fees and expenses.
