VF Corporation (the “Company”) (NYSE: VFC), today announced, that, pursuant to the previously announced cash tender offers (each, a “Tender Offer” and collectively, the “Tender Offers”) for any and all of its USD 300000000 aggregate principal amount of outstanding 6.000 % Notes due 2033 (the “2033 Notes”) and USD 350000000 aggregate principal amount of outstanding 6.450 % Notes due 2037 (the “2037 Notes” and, together with the 2033 Notes, the “Notes”), approximately USD 22.5 million in aggregate principal amount of the 2033 Notes and approximately USD 63.0 million in aggregate principal amount of the 2037 Notes were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on February 14, 2020 (the “Early Tender Deadline”).
The terms of the Tender Offers are described in the Offer to Purchase, dated February 3, 2020 (the “Offer to Purchase”).
The table below summarizes certain information regarding the Notes and the Tender Offers, including the aggregate principal amount of each series of Notes that were validly tendered and not validly withdrawn on or prior to the Early Tender Deadline:
Holders of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline are eligible to receive the applicable Total Consideration, which includes an early tender premium of USD 30 per USD 1000 principal amount of Notes tendered by such holders and accepted for purchase by the Company (the “Early Tender Premium”). Accrued interest up to, but not including, the settlement date will be paid in cash on all validly tendered Notes accepted and purchased by the Company in the Tender Offers. The Company expects to issue a press release today after the close of trading on the New York Stock Exchange to announce the Total Consideration payable in connection with the Tender Offers. The settlement date for the Notes accepted by the Company in connection with the Early Tender Deadline is expected to be February 25, 2020.
Holders of Notes who validly tender such Notes following the Early Tender Deadline and at or prior to the expiration date, 11:59 p.m., New York City time, on March 2, 2020, will only receive the applicable Tender Offer Consideration for Notes accepted for purchase, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium.
Information Relating to the Tender Offers
Barclays Capital Inc. and Morgan Stanley & Co. LLC are acting as the dealer managers (the “Dealer Managers”) for the Tender Offers. The information agent and tender agent is D.F. King & Co., Inc. (“DFK”). Copies of the Offer to Purchase and related offering materials are available by contacting DFK at (800) 290-6432 (U.S. toll-free) or (212) 269-5550 (banks and brokers). Questions regarding the Tender Offers should be directed to Barclays Capital Inc., Liability Management Group at (212) 528-7581 (collect) or (800) 438-3242 (toll free) or Morgan Stanley & Co. LLC, Liability Management Group at (212) 761-1057 (collect) or (800) 624-1808 (toll-free).
None of the Company or its board of directors, the Dealer Managers, DFK or the trustee with respect to any series of Notes is making any recommendation as to whether holders of Notes should tender any Notes in response to any of the Tender Offers, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders of Notes must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
The full details of the Tender Offers, including complete instruction on how to tender Notes, are included in the Offer to Purchase. The Offer to Purchase contains important information that should be read by holders of Notes before making a decision to tender any Notes. The Offer to Purchase may be obtained from DFK, free of charge, by email at email@example.com or obtained from DFK, free of charge, by calling toll-free at (800) 290-6432 (bankers and brokers can call collect at (212) 269-5550).
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 www.vfc.com