Form 8-K

HANESBRANDS INC.

Date: February 15, 2023

/s/ Tracy M. Preston

Tracy M. Preston

General Counsel, Corporate Secretary & Chief Compliance Officer

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): February 15, 2023

Hanesbrands Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-32891

20-3552316

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1000 East Hanes Mill Road

Winston-Salem, North Carolina

27105

(Address of principal executive offices)

(Zip Code)

(336) 519-8080

(Registrant’s telephone number, including area code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, Par Value $0.01

HBI

New York Stock Exchange

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.

As previously disclosed, on February 10, 2023, Hanesbrands Inc. (the “Company”) elected to exercise its optional redemption rights to redeem all of its outstanding 3.5% Senior Notes due 2024 (the “2024 Notes”) in the original aggregate principal amount of €500,000,000 and instructed U.S. Bank Trustees Limited (the “Trustee”), as trustee under the indenture governing the 2024 Notes (the “Indenture”), to issue a conditional notice of redemption to registered holders of the 2024 Notes. The date fixed for the redemption of the 2024 Notes is February 21, 2023 (the “Redemption Date”).

The Company’s obligation to redeem the 2024 Notes and pay the redemption price on the Redemption Date is conditioned on the completion by the Company on or prior to the Redemption Date of one or more debt financings, on terms and conditions acceptable to the Company in its sole and absolute discretion, that, collectively, provide net proceeds sufficient to pay the redemption price in full and all fees and expenses related to such debt financings and the redemption (the “Condition”).

On February 15, 2023, the Company instructed the Trustee to issue a supplemental notice of redemption price to registered holders of the 2024 Notes, notifying such holders that the Condition has been satisfied and setting forth the final redemption price.

The 2024 Notes will be redeemed at a redemption price equal to 100.863%, or €1,008.63 per €1,000 principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

The foregoing does not constitute a notice of redemption with respect to the 2024 Notes.

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.

Hanesbrands Inc. filed SEC Form 8-K: Other Events