PVH Corp. Completes Acquisition of The Warnaco Group, Inc.

  PVH Corp. Completes Acquisition of The Warnaco Group, Inc.

   PVH Also Closes New Senior Secured Credit Facilities To Fund Transaction

Business Wire

NEW YORK -- February 13, 2013

PVH  Corp. (NYSE:PVH) announced today it has completed its acquisition of The
Warnaco Group, Inc., which makes it one of the largest global branded
lifestyle apparel companies in the world, with a diversified portfolio of
iconic brands led by Calvin Klein and Tommy Hilfiger, as well as its heritage
brands – Van Heusen, IZOD, ARROW, Bass, Speedo, Olga and Warner’s ‒ and over
$8 billion in pro forma revenue. PVH also closed on its previously disclosed
new senior secured credit facilities.

“We are happy to announce the completion of the Warnaco transaction,” said
Emanuel Chirico, Chairman and Chief Executive Officer of PVH. “This
combination reunites The House of Calvin Klein and enables us to leverage
Warnaco’s established operations in Asia and Latin America along with our
strong operations in North America and Europe to fuel our growth strategies
for the Calvin Klein brand.”

“This transaction has delivered a significant premium to our stockholders and
offers them, our businesses, our business partners, and our associates the
opportunity to realize additional benefits from the compelling synergies and
prospects of the combined company,” said Helen McCluskey, the former President
and Chief Executive Officer of Warnaco, who is joining PVH’s Board of
Directors. “I look forward to my new role in seeing PVH and its businesses
develop.”

PVH also announced today that it has closed on its previously announced new
senior secured credit facilities. The facilities consist of U.S.
dollar-dominated term loans in an aggregate amount of $3.075 billion, a
portion of which matures in 2018 and a portion of which matures in 2020; and a
$750 million revolving credit facility that matures in 2018, which was undrawn
at closing. The revolving credit facility includes a $475 million U.S. Dollar
denominated revolving credit facility, a $25 million U.S. Dollar denominated
revolving credit facility available in U.S. Dollars or Canadian Dollars and a
€185.85 million Euro denominated revolving credit facility available in Euro,
Pounds Sterling, Japanese Yen or Swiss Francs. Barclays Bank PLC is acting as
Administrative Agent and Collateral Agent. Barclays Bank PLC, BofA Merrill
Lynch and Citigroup Global Markets Inc. were Joint Lead Arrangers, and
Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and RBC
Capital Markets were Joint Lead Bookrunners on the financing.

The above matters are described more fully in public filings that have been or
will be made by PVH with the Securities and Exchange Commission, which filings
are or will be available on PVH’s website at www.pvh.com under the tab
“Investor Relations” and then under the heading “SEC Filings.”

About PVH Corp.

PVH Corp., one of the world’s largest apparel companies, owns and markets the
iconic Calvin Klein and Tommy Hilfiger brands worldwide. It is the world’s
largest shirt and neckwear company and markets a variety of goods under its
own brands, Van Heusen, Calvin Klein, Tommy Hilfiger, IZOD, ARROW, Bass and
G.H. Bass & Co., Warner’s and Olga, and its licensed brands, including Speedo,
Geoffrey Beene, Kenneth Cole New York, Kenneth Cole Reaction, MICHAEL Michael
Kors, Sean John, Chaps, Donald J. Trump Signature Collection, JOE Joseph
Abboud, DKNY, Ike Behar and John Varvatos.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: Forward-looking statements and information about PVH’s current and
future prospects and PVH’s operations and financial results included in this
press release, including, without limitation, statements relating to the
Company’s future plans, strategies, objectives, expectations and intentions,
and the benefits, results, and effects of its acquisition of The Warnaco
Group, Inc. 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, the following: (i) the
Company’s plans, strategies, objectives, expectations and intentions are
subject to change at any time at the discretion of the Company; (ii) in
connection with the acquisition of Warnaco, the Company borrowed significant
amounts, may be considered to be highly leveraged, and will have to use a
significant portion of its cash flows to service such 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; (iii) the
levels of sales of the Company’s apparel, footwear and related products, both
to its wholesale customers and in its retail stores, the levels of sales of
the Company’s licensees at wholesale and retail, and the extent of discounts
and promotional pricing in which the Company and its licensees and other
business partners are required to engage, all of which can be affected by
weather conditions, changes in the economy, fuel prices, reductions in travel,
fashion trends, consolidations, repositionings and bankruptcies in the retail
industries, repositionings of brands by the Company’s licensors and other
factors; (iv) the Company’s plans and results of operations will be affected
by the Company’s ability to manage its growth and inventory, including its
ability to realize benefits from Warnaco; (v) the Company’s operations and
results could be affected by quota restrictions and the imposition of
safeguard controls (which, among other things, could limit the Company’s
ability to produce products in cost-effective countries that have the labor
and technical expertise needed), the availability and cost of raw materials,
the Company’s ability to adjust timely to changes in trade regulations and the
migration and development of manufacturers (which can affect where the
Company’s products can best be produced), changes in available factory and
shipping capacity, wage and shipping cost escalation, and civil conflict, war
or terrorist acts, the threat of any of the foregoing, or political and labor
instability in any of the countries where the Company’s or its licensees’ or
other business partners’ products are sold, produced or are planned to be sold
or produced; (vi) disease epidemics and health related concerns, which could
result in closed factories, reduced workforces, scarcity of raw materials and
scrutiny or embargoing of goods produced in infected areas, as well as reduced
consumer traffic and purchasing, as consumers limit or cease shopping in order
to avoid exposure or become ill; (vii) acquisitions and issues arising with
acquisitions and proposed transactions, including without limitation, the
ability to integrate an acquired entity, such as Warnaco, into the Company
with no substantial adverse effect on the acquired entity’s or the Company’s
existing operations, employee relationships, vendor relationships, customer
relationships or financial performance; (ix) the failure of the Company’s
licensees to market successfully licensed products or to preserve the value of
the Company’s brands, or their misuse of the Company’s brands and (x) other
risks and uncertainties indicated from time to time in the Company’s filings
with the Securities and Exchange Commission.

The Company does not undertake any obligation to update publicly any
forward-looking statement, whether as a result of the receipt of new
information, future events or otherwise.

Contact:

Dana Perlman
Treasurer, Senior Vice President –
Business Development and Investor Relations
212-381-3502
investorrelations@pvh.com
 
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