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): December 21, 2009
Hanesbrands Inc.
(Exact name of registrant as specified in its charter)
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Maryland
(State or other jurisdiction
of incorporation)
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001-32891
(Commission File Number)
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20-3552316
(IRS Employer
Identification No.) |
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1000 East Hanes Mill Road
Winston-Salem, NC
(Address of principal
executive offices)
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27105
(Zip Code) |
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))
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| Item 1.01. |
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Entry into a Material Definitive Agreement |
On December 21, 2009, Hanesbrands Inc. (the “Company”), HBI Receivables LLC (“Receivables
LLC”), a wholly-owned bankruptcy-remote subsidiary of the Company, HSBC Bank USA, National
Association 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. 5 (the “Amendment”) to the Receivables Purchase Agreement dated
as of November 27, 2007 (the “Accounts Receivable Securitization Facility”).
Pursuant to the Amendment, Receivables LLC is permitted to sell receivables from certain
obligors back to the Company, and to cease purchasing receivables of these certain obligors from
the Company in the future. 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 April 12, 2010 to December 20, 2010.
Availability of funding under the Accounts Receivable Securitization Facility depends
primarily upon the eligible outstanding receivables balance and other customary factors. Pursuant
to the Amendment, certain of the factors that contribute to the overall availability of funding
have been modified in a manner that, taken together, could result in a reduction in the amount of
funding that will be available under the Accounts Receivable Securitization Facility. In connection
with the Amendment, certain fees are 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 Company’s Amended and Restated Credit Agreement dated December 10, 2009 (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.