VF Corporation (NYSE: VFC) announced today that it priced €500 million aggregate principal amount of unsecured senior notes due 2026 (the “2026 Notes”) at 99.704% of the aggregate principal amount with a coupon of 4.125% and €500 million aggregate principal amount of unsecured senior notes due 2029 (the “2029 Notes” and, together with the 2026 Notes, the “Notes”) at 99.570% of the aggregate principal amount with a coupon of 4.250%. The sale of the Notes was underwritten by J.P. Morgan, Morgan Stanley, Barclays, and Goldman Sachs & Co. LLC as representatives of several underwriters.
The offering of the Notes is expected to close on March 7, 2023, subject to customary closing conditions.
The company intends to use the net proceeds from the offering for general corporate purposes, including the repayment of borrowings under our commercial paper program.
The company intends to use an amount equivalent to the net proceeds from the sale of the 2029 Notes to finance, in whole or in part, one or more Eligible Projects, as described below, designed to contribute to selected Sustainable Development Goals as defined by the United Nations. These Eligible Projects include new, existing and prior investments made by the company during the period from two years prior to the date of issuance of the 2029 Notes through the maturity date of such Notes, including in the following categories:
- Investments in, or expenditures on, identifying and/or developing innovative and more sustainable materials and/or sustainable packaging solutions.
- Investments in, or expenditures on, the acquisition, development, construction and/or installation of, renewable energy production units or energy storage units.
- Investments in projects to improve energy efficiency and/or reduce the greenhouse gas footprint of our operations and supply chain.
- Investments in sustainable building design features and in buildings that receive a third-party verified certification of Leadership in Energy and Environmental Design (“LEED”) Platinum, LEED Gold, or Building Research Establishment Environmental Assessment Method (“BREEAM”) rating of Very Good or higher.
- Investments to achieve the zero-waste status for all the company’s distribution centers (with zero-waste defined as a site that diverts 95% or more of its waste away from disposal through recycling, composting and reuse).
- Upgrade costs for improvement of wastewater quality across the supply chain.
- Investments in “natural carbon sinks,” which are designed to create and restore natural sources of carbon capture, such as reforestation conservation projects, and investments in regenerative farming, grazing and ranching practices.
The company plans to publish annual updates on the net proceeds of the 2029 Notes, including, subject to any confidentiality considerations, descriptions of selected projects funded with such proceeds, and to the extent possible, their environmental impacts. These updates will be reported publicly on the Sustainability & Responsibility section of its website starting one year from the date hereof and during the term of the 2029 Notes until the company has allocated an amount equivalent to the net proceeds from the sale of the 2029 Notes to finance, in whole or in part, one or more Eligible Projects.
The company has filed a registration statement (including a prospectus and related preliminary prospectus supplement for the offering) with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement, the accompanying prospectus in that registration statement and the other documents the company has filed with the SEC for more complete information about the company and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the company, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request it by contacting J.P. Morgan Securities plc by mail at 25 Bank Street, Canary Wharf London, E14 5JP, United Kingdom, Attention: Head of Debt Syndicate and Head of EMEA Debt Capital Markets Group, or by calling +44-207-134-2468; Morgan Stanley & Co. International plc, care of Morgan Stanley & Co. LLC by mail at 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department, by email at prospectus@morganstanley.com, or by calling 866-718-1649; Barclays Bank PLC by mail at 1 Churchill Place, London E14 5HP, Attention: Debt Syndicate, or by calling 1-888-603-5847; or Goldman Sachs & Co. LLC by mail at 200 West Street, New York, New York 10282-2198, Attention: Registration Department, by email at prospectus-ny@ny.email.gs.com, or by calling (866) 471-2526.
This press release shall not constitute an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The offering of the Notes may be made only by means of a prospectus supplement and the accompanying prospectus.
