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): November 4, 2010
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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On November 4, 2010, Hanesbrands Inc. (“Hanesbrands”) issued a press release announcing the
pricing of its offering of $1 billion in aggregate principal
amount of its 6.375% senior notes
due December 15, 2020 at par. The notes will be fully and unconditionally
guaranteed on a senior unsecured basis by substantially all of Hanesbrands’ existing domestic
subsidiaries and by certain of its future restricted subsidiaries.
Hanesbrands
intends to use the net proceeds from the notes offering to repay a
portion of the borrowings outstanding under its existing senior secured credit facility, as well as to pay fees and
expenses related to these transactions.
The notes are being offered in the United States to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S.
persons in reliance on Regulation S under the Securities Act. The notes have not been registered
under the Securities Act and may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of
an offer to buy any of the notes, nor shall there be any sale of the notes in any state or
jurisdiction in which such offer, solicitation, or sale is unlawful. Any offers of the notes will
be made only by means of a private offering memorandum.
Statements in this Current Report on Form 8-K that are not statements of historical fact are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934, including those regarding the proposed offering
of securities and the anticipated use of proceeds therefrom. These forward-looking statements are
made only as of the date of this report and are based on Hanesbrands’ current intent, beliefs,
plans and expectations. They involve risks and uncertainties that could cause actual future
results, performance or developments to differ materially from those described in or implied by
such forward-looking statements. These risks and uncertainties include the risks identified from
time to time in Hanesbrands’ most recent Securities and Exchange Commission reports, including the
2009 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
registration statements, press releases and other communications. Hanesbrands undertakes no
obligation to update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future operating results over time, other than as
required by law.
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| Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit 99.1
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Press release dated November 4, 2010 |