Simpson Thacher represented J.P. Morgan Securities LLC and the other initial purchasers in connection with a Rule 144A/Regulation S offering by The William Carter Company, a wholly-owned subsidiary of Carter’s, Inc. (“Carter’s”), of $575 million aggregate principal amount of 7.375% Senior Notes due 2031. The offering was upsized from $500 million to $575 million.
Carter’s intends to use the net proceeds from the notes offering, together with cash on hand, to redeem all of its outstanding 5.625% Senior Notes due 2027 and pay related fees and expenses, with remaining amounts to be used for general corporate purposes.
Simpson Thacher also represented JPMorgan Chase Bank, N.A., as lead arranger and administrative agent, in connection with a new $750 million senior secured asset-based revolving credit facility for wholly-owned subsidiaries of Carter’s. The new revolving credit facility includes a $750 million U.S. dollar component, with up to $100 million available in Canadian Dollars, Euros, Pounds Sterling, or other currencies as agreed by the lenders.
Carter’s, Inc. is North America’s largest and most-enduring apparel company exclusively for babies and young children.
The Simpson Thacher team included Dave Azarkh, John O’Connell, Matt Petrone, Tina Tang and Kaitlin Dunne (Capital Markets); Brandan Still, Ron Havas, Ramz Aziz, Alexandra Cullen and Michael O’Rear (Credit); Jonathan Cantor, Michael Mann (Tax); Jeanne Annarumma, Pasco Struhs and George Gerstein (Executive Compensation and Employee Benefits); Courtney Welshimer, Corina Holland, Matthew Richardson and Sara Liu (Intellectual Property) and Jennie Getsin (Blue Sky).