UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
(Exact name of registrant as specified in its charter)
|
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Registrant's telephone number, including area code (212 )-381-3500
Not Applicable
(Former name or former address, if changed since last report)
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:
(17 CFR 240.14d-2(b))
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 8.01 OTHER EVENTS.
PVH Corp. announced on August 2, 2021 that
it has completed its previously announced sale of the IZOD, Van Heusen, ARROW and Geoffrey Beene trademarks and certain related inventories and other assets to Authentic Brands Group for a cash purchase price of approximately $223 million, subject to adjustment. A copy of the
press release is attached as Exhibit 99.1 to this report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
|
Exhibit No.
|
Description of Exhibit
|
||
|
|
99.1
|
||
|
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
|
Date: August 2, 2021
|
PVH CORP.
|
|
|
|
|
|
By: /s/ Mark D. Fischer
|
|
|
Mark D. Fischer
|
|
|
Executive Vice President, General Counsel and Secretary
|
EXHIBIT 99.1
PVH Corp. Completes Sale of Heritage Brands to Authentic Brands Group
Transaction includes IZOD, VAN HEUSEN, ARROW
and Geoffrey Beene
NEW YORK -- (BUSINESS WIRE) — August 2, 2021 -- PVH Corp. [NYSE: PVH] , parent company of Calvin Klein and TOMMY HILFIGER, announced today it has completed its previously
announced sale of certain intellectual property and other assets of its Heritage Brands business to Authentic Brands Group (ABG). The cash purchase price for the transaction, which includes the IZOD, Van Heusen, ARROW and Geoffrey Beene trademarks and certain related inventories and other assets, was $223 million,
subject to adjustment.
Stefan Larsson, Chief Executive Officer, PVH Corp., commented, “PVH is entering a new growth chapter, executing against our accelerated
recovery priorities and with clear focus on unlocking the full potential of our iconic, global growth brands, Calvin Klein and TOMMY HILFIGER. We also believe that ABG is well positioned to further develop and support our former Heritage Brands for future success.”
Mr. Larsson continued: “On behalf of PVH, I want to thank everyone who has been a part of the Heritage Brands team over the years, helping
us become the strong, global company we are today.”
PVH will continue to own and operate the intimates and underwear businesses, led by Warner’s, as well as continue to operate its dress shirt and neckwear business, including under the brands being sold pursuant to a license from ABG.
PJ Solomon is serving as exclusive financial advisor to PVH on the transaction. Wachtell, Lipton, Rosen & Katz is acting as legal
advisor.
About PVH Corp.
PVH is one of the world’s largest and most admired fashion companies,
connecting with consumers in over 40 countries. Our global iconic brands include Calvin Klein and TOMMY HILFIGER. Our 140-year history
is built on the strength of our brands, our team and our commitment to drive fashion forward for good. That’s the Power of Us. That’s the Power of PVH.
Follow us on Facebook, Instagram, Twitter and LinkedIn.
PVH Corp.
Cindy Leggett-Flynn
EVP, Global Communication
908-255-7159 (m)
communications@pvh.com
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995: Forward-looking statements in this press release, including, without limitation, statements relating to PVH Corp.’s (the “Company”) future plans objectives, expectations and intentions are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy and some of
which might not be anticipated, including, without limitation, (i) the Company’s plans, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) potential adverse reactions or changes to
business relationships resulting from the completion of the transaction; (iii) unexpected costs, charges or expenses resulting from the transaction; (iv) litigation relating to the transaction; (v) the Company may be considered to be highly leveraged
and uses a significant portion of its cash flows to service its indebtedness, as a result of which the Company might not have sufficient funds to operate its businesses in the manner it intends or has operated in the past; and (vi) other risks and
uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.