| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 8, 2023, Hanesbrands Inc. (the “Company”), along with each of MFB International Holdings S.à r.l. and HBI Holdings Australasia PTY LTD (f/k/a HBI Australia Acquisition Co. PTY LTD), wholly-owned subsidiaries of the Company (together with the Company, the “Borrowers”), entered into a First Incremental Amendment and Joinder Agreement (the “First Incremental Amendment”) with the various lenders party thereto, JPMorgan Chase Bank, N.A., as the administrative agent and the collateral agent (the “Agent”), and the subsidiaries of the Company party thereto as guarantors. The First Incremental Amendment amends the Fifth Amended and Restated Credit Agreement, dated as of November 19, 2021 (as amended prior to the First Incremental Amendment, the “Credit Agreement,” and as amended by the First Incremental Amendment, the “Amended Credit Agreement”), among the Borrowers, the Agent, and the various financial institutions and other persons from time to time party thereto.
The First Incremental Amendment provides for a new senior secured term loan B facility (the “Term Loan B Facility”) in an aggregate principal amount of $900.0 million. The issue price of the Term Loan B Facility is equal to 99.0% of the aggregate principal amount thereof. The Term Loan B Facility will bear interest based on the Secured Overnight Financing Rate plus an applicable margin of 3.75%, subject to a floor of 0.50%. The Term Loan B Facility is guaranteed by each domestic subsidiary of the Company which guarantees the other facilities under the Credit Agreement (the “U.S. Subsidiary Guarantors”). The Term Loan B Facility is secured by substantially all of the assets of the Company and the U.S. Subsidiary Guarantors, on a pari passu basis with the other facilities under the Credit Agreement. The Term Loan B Facility matures on March 8, 2030.
The net proceeds from the Term Loan B Facility, together with cash on hand and the net proceeds from the Company’s recently completed offering and sale of $600.0 million aggregate principal amount of 9.000% senior unsecured notes due 2031, were used to redeem all of the Company’s outstanding 4.625% Senior Notes due 2024 and 3.5% Senior Notes due 2024 and to pay related fees and expenses.
The foregoing description of the First Incremental Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the First Incremental Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item 1.01 above is incorporated by reference into this Item 2.03.
On March 9, 2023, the Company issued a press release announcing the completion of the refinancing of the last remaining series of its senior notes due 2024 and the closing of the Term Loan B Facility. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
