Carter’s Completes Refinancing with $575 Million Senior Notes and $750 Million Revolving Credit Facility

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., and represented JPMorgan Chase Bank, N.A. as lead arranger and administrative agent in connection with a new revolving credit facility for Carter’s subsidiaries. The William Carter Company completed an upsized offering of $575 million aggregate principal amount of 7.375% Senior Notes due 2031 under Rule 144A and Regulation S, increased from an initial size of $500 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 to pay related fees and expenses, with any 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 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. Simpson Thacher represented J.P. Morgan Securities LLC and the other initial purchasers in the notes offering and represented JPMorgan Chase Bank, N.A. as lead arranger and administrative agent in the revolving credit facility, with a team composed by: Capital Markets: Dave Azarkh, John O'Connell, Matt Petrone, Tina Tang and Kaitlin Dunne; Credit: Brandan Still, Ron Havas, Ramz Aziz, Alexandra Cullen and Michael O'Rear; Tax: Jonathan Cantor and Michael Mann; Executive Compensation and Employee Benefits: Jeanne Annarumma, Pasco Struhs and George Gerstein; Intellectual Property: Courtney Welshimer, Corina Holland, Matthew Richardson and Sara Liu; Blue Sky: Jennie Getsin.

Carter’s Completes Refinancing with $575 Million Senior Notes and $750 Million Revolving Credit Facility

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