M&A - Kontoor Brands, Inc.

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Form Type: 8-K

Filing Date: 2025-04-08

Corporate Action: Acquisition

Type: New

Accession Number: 000176096525000022

Filing Summary: On April 8, 2025, Kontoor Brands, Inc. entered into a Second Amended and Restated Credit Agreement with several banks and JPMorgan Chase Bank, N.A. The agreement includes a $700 million term loan A facility, a $300 million delayed draw term loan A facility, and a $500 million revolving credit facility. Funds from the delayed draw term loans will be utilized to finance the acquisition of the outdoor and workwear brand Helly Hansen from Canadian Tire Corporation, detailed in a previous report. The facilities are secured by a first priority security interest in the company's assets and include provisions for covenants and mandatory prepayments.

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Additional details:

Date Of Report: 2025-04-08


Amount Term Loan A Facility: 700000000


Amount Delayed Draw Term Loan A Facility: 300000000


Amount Revolving Credit Facility: 500000000


Acquisition Target: Helly Hansen


Credit Agreement Date: 2025-04-08


Maturity Date Tranche A1: 2030-04-08


Maturity Date Tranche A2: 2028-04-07


Leverage Ratio: 4.50


Interest Coverage Ratio: 3.00


Form Type: ARS

Filing Date: 2025-03-06

Corporate Action: Acquisition

Type: New

Accession Number: 000176096525000018

Filing Summary: Kontoor Brands, Inc. announced a definitive agreement to acquire the outdoor and workwear brand Helly Hansen®. This acquisition aligns with Kontoor's strategy to diversify its portfolio, accelerate growth, and enhance long-term value for shareholders. The company has showcased resilience through various challenges and continues to perform well, with plans for future categories and channels expansion. Project Jeanius, a company-wide transformation initiative, aims to streamline operations to facilitate growth and profitability. The ongoing focus on Total Shareholder Return (TSR) is reflected in the company's solid financial performance, including a substantial return to shareholders and growth in market share for both Wrangler and Lee brands in 2024. The commitment to strategic leadership appointments and investment in product development supports the growth of these brands while enhancing their market presence globally. The results demonstrate the effectiveness of Kontoor's strategic playbook, maintaining the momentum into 2025 and beyond.

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Additional details:

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Acquisition Target: Helly Hansen


Project: Project Jeanius


Total Shareholder Return: 40 percent


Shareholder Return: $200 million


Spin Off Date: 2019


Market Share Growth: 90 basis points


Outdoor Apparel Growth: 15 percent


Form Type: 8-K

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000176096525000007

Filing Summary: On February 18, 2025, Kontoor Brands, Inc. entered into a Share Purchase Agreement to acquire all issued and outstanding shares of CTC Triangle B.V., the parent company of the Helly Hansen brand, for approximately $900 million. The acquisition has been approved by the Company's Board and is expected to close in the second fiscal quarter of 2025, provided certain customary conditions are met including regulatory approvals and absence of material adverse effects. The agreement allows for customary representations and warranties, and it may be terminated under specific conditions including uncured breaches or regulatory prohibitions. The Company plans to finance the acquisition through a combination of cash on hand and debt financing.

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Additional details:

Entry Into Material Definitive Agreement Date: 2025-02-18


Acquisition Target: CTC Triangle B.V.


Acquisition Target Location: Netherlands


Acquisition Price: $900 million


Expected Closing Quarter: second fiscal quarter of 2025


Financing Mechanism: excess cash on hand and debt financing


Purchase Agreement Exhibits: [{"exhibit_number":"2","description":"Share Purchase Agreement"},{"exhibit_number":"99","description":"Press release dated February 19, 2025"}]


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