UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2011
Hanesbrands Inc.
(Exact name of registrant as specified in its charter)
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| Maryland
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001-32891
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20-3552316 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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1000 East Hanes Mill Road
Winston-Salem, NC
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27105
(Zip Code) |
(Address of principal executive
offices) |
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Registrant’s telephone number, including area code: (336) 519-8080
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
On January 31, 2011, Hanesbrands Inc. (the “Company”), HBI Receivables LLC (“Receivables
LLC”), a wholly-owned bankruptcy-remote subsidiary of the Company, HSBC Bank PLC and PNC Bank,
N.A., as committed purchasers, Bryant Park Funding LLC and Market Street Funding LLC, as conduit
purchasers, HSBC Securities (USA) Inc. (“HSBC”) and PNC Bank, N.A., as managing agents (the
“Managing Agents”), and HSBC, as assignee of JPMorgan Chase Bank, N.A., as agent, entered into
Amendment No. 7 (the “Amendment”) to the Receivables Purchase Agreement dated as of November 27,
2007 (the “Accounts Receivable Securitization Facility”). The Amendment provides for two
recently-acquired subsidiaries of the Company, in addition to the Company, to sell, on a revolving
basis, certain domestic trade receivables to HBI Receivables. Prior to the execution of the
Amendment, the Accounts Receivable Securitization Facility contained the same leverage ratio and
interest coverage ratio provisions as those contained in the Company’s Amended and Restated Credit
Agreement dated December 10, 2009 (the “Senior Secured Credit Facility”). Pursuant to the
Amendment, the Company is required to maintain the leverage ratio, interest coverage ratio and any
other financial covenants contained from time to time in the Senior Secured Credit Facility,
provided that any changes to such covenants after the date of the Amendment will only be applicable
for purposes of the Accounts Receivable Securitization Facility if approved by the Managing Agents
or their affiliates. The Amendment also provides for certain other amendments to the Accounts
Receivable Securitization Facility, including changing the termination date for the Accounts
Receivable Securitization Facility from February 1, 2011 to March 31, 2011. In connection with the
Amendment, certain fees were due to the managing agents and certain fees payable to the committed
purchasers and the conduit purchasers were decreased.
From time to time, the financial institutions party to the Accounts Receivable Securitization
Facility or their affiliates have performed, and may in the future perform, various commercial
banking, investment banking and other financial advisory services for the Company and its
affiliates for which they have received, and will receive, customary fees and expenses. In
particular, HSBC acted as co-syndication agent and as a joint lead arranger and joint bookrunner
under the Senior Secured Credit Facility, and the Managing Agents and/or their respective
affiliates may act as lenders or in other capacities under the Senior Secured Credit Facility or
under other financing arrangements to which the Company or its affiliates are party.
Item 2.02. Results of Operations and Financial Condition.
On February 2, 2011, the Company held a conference call to discuss financial results for its
quarter and fiscal year ended January 1, 2011 and guidance for its 2011 fiscal year. A copy of the
conference call transcript is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Statements in the transcript that are not statements of historical fact are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, including those regarding the Company’s long-term goals and trends
associated with the Company’s business. These forward-looking statements are made only as of the
date of this transcript and are based on the Company’s current intent, beliefs, plans and
expectations. They involve risks and uncertainties that could cause actual future results,
performance or developments to differ materially from those described in or implied by such
forward-looking statements. These risks and uncertainties include risks identified from time to
time in the Company’s most recent Securities and Exchange Commission reports, including its annual
report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, registration
statements, press releases and other communications. Except as required by law, the Company
undertakes no obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future operating results over
time.
Item 9.01.
Financial Statements and Exhibits.
(c) Exhibits
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Exhibit 99.1
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Conference call transcript dated February 2, 2011 |