Press release, September 1, 2005
Carter's Announces Completion of Acquisition of OshKosh B'Gosh, Inc., Consummation of Tender Offer, and a New Credit Facility.
Atlanta, GA, July 14, 2005/PRNewswire-FirstCall/ -- Carter's, Inc. ("Carter's") (NYSE:CRI) announced today it has completed the acquisition of OshKosh B'Gosh, Inc. ("OshKosh B'Gosh"). Under the final terms of the transaction, originally announced on May 10, 2005, a subsidiary of Carter's purchased 100 percent of the common stock of OshKosh B'Gosh for approximately $312 million, which includes payment for vested stock options.
"We are excited to bring together two of America's most trusted children's apparel brands," said Fred Rowan, Carter's Chairman and CEO. "We are eager to realize the tremendous potential of the Carter's and OshKosh brands. By leveraging our proven brand management and supply chain skills, we believe we can create significant, long-term value for Carter's shareholders, customers, and consumers."
Carter's also announced the expiration of the previously announced cash tender offer and consent solicitation by its subsidiary, The William Carter Company ("TWCC"), for its outstanding 10.875% Senior Subordinated Notes due 2011 (CUSIP No. 146303AE2 and ISIN US146303AE25) (the "Notes"), paying approximately $132.9 million of total consideration for the Notes including a redemption premium of approximately $14.0 million and accrued and unpaid interest. A total of $113.75 million in aggregate principal amount of the Notes (100% of the outstanding Notes) was tendered prior to the expiration date of 9:00 a.m., New York City time, July 14, 2005. The amendments to the indenture governing the Notes that were proposed by TWCC in connection with the tender offer, which eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes, were approved by written consent of the tendering holders of the Notes and became operative today upon TWCC's acceptance of the tendered Notes for purchase.
Financing for the acquisition, tender offer and consent solicitation, the refinancing of TWCC's existing credit facility, and related fees and expenses was provided by borrowings under TWCC's new credit facility consisting of (i) a term loan facility of $500 million and (ii) a committed revolving credit facility in an aggregate principal amount of up to $125 million for working capital and general corporate purposes and for the issuance of letters of credit.
Berkshire Partners LLC, a Boston-based private equity firm who has been a significant investor in Carter's since 2001, Banc of America Securities LLC, and Credit Suisse First Boston served as financial advisors to Carter's on the transaction. Ropes & Gray LLP served as legal advisor to Carter's on the transaction.
About Carter's, Inc.
Carter's is the nation's largest branded marketer of children's apparel for ages newborn to six years old. The Carter's brand is sold through over 4,000 department and national chain stores and through more than 180 Carter's-operated retail stores. Carter's Child of Mine and Just One Year brands are available at Wal-Mart and Target, respectively. Carter's is headquartered in Atlanta, Georgia. See www.carters.com.
About OshKosh B'Gosh, Inc.
OshKosh B'Gosh is a premier global marketer of quality children's apparel and accessories. OshKosh B'Gosh products are available in over 50 countries around the world. The brand is sold through department and national chain stores as well through more than 170 OshKosh B'Gosh-operated retail stores. OshKosh B'Gosh also markets Genuine Kids from OshKosh, at Target. OshKosh B'Gosh is headquartered in Oshkosh, Wisconsin. See www.oshkoshbgosh.comBased on information provided by American Stock Transfer & Trust Company,the depositary for the offer, a total of 4,647,907 shares, representing approximately 85.1% of the outstanding common stock of National Vision, were validly tendered prior to the expiration of the offer and not withdrawn as of 12:00 midnight on August 31, 2005. In addition, 95,402 shares, representing approximately 1.7% of the outstanding common stock of National Vision, were tendered subject to guaranteed delivery. All such shares will be accepted for purchase in accordance with the terms of the offer and payment for the validly tendered shares will be paid promptly.