New Issue: Carter's sells $400 million 5¼% senior notes due 2021 at par

By Aleesia Forni

Virginia Beach, Va., Aug. 7 - William Carter Co., a wholly owned subsidiary of Carter's, Inc., priced a $400 million offering of 5¼% senior notes (Ba2/BB+) due 2021 at par, according to an informed source.

The debt came at the tight end of price talk that had been set at 5¼% to 5½%

The notes will be non-callable for four years.

BofA Merrill Lynch was the left bookrunner, while J.P. Morgan Securities LLC was a joint bookrunner.

Carter's plans to use the proceeds from the Rule 144A with registration rights deal for share repurchases, dividends and other general corporate purposes.

Carter's is an Atlanta-based branded marketer of apparel for babies and young children.

Issuer:	William Carter Co.
Amount:	$400 million
Description:	Senior notes
Maturity:	Aug. 15, 2021
Left bookrunner:	BofA Merrill Lynch
Joint bookrunners:	J.P. Morgan Securities LLC
Co-managers:	Wells Fargo Securities LLC, BB&T Capital Markets, BMO Capital Markets Corp., Fifth Third Securities Inc., HSBC Securities, RBC Capital Markets Inc., SunTrust Robinson Humphrey Inc., UBS Securities LLC
Coupon:	5¼%
Price:	Par
Yield:	5¼%
Spread	301 bps
Call features:	Non-callable until Aug. 15, 2017
Make-whole call:	Treasuries plus 50 bps
Equity clawback:	35% at 105.25 until Aug. 15, 2016
Change-of-control:	101%
Trade date:	Aug. 7
Settlement:	Aug. 12
Ratings:	Moody's: Ba2
	Standard & Poor's: BB+
Distribution:	Rule 144A with registration rights
Price talk:	5¼% to 5½%

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