PVH Corp. Intends To Enter Into $500 Million Accelerated Share Repurchase Agreements
ASR presents unique opportunity for shareholder capital return; reflects Company's confidence in long-term growth potential under PVH+ Plan
PVH expects to pay $500 million upfront and repurchase approximately 14% of outstanding shares. Accelerated share repurchase expected to be completed in the third quarter of fiscal year 2025
Transaction to be funded by cash on hand and short-term debt, which the Company expects to repay by the end of fiscal year 2025
PVH Corp. (NYSE:PVH) (the "Company") today announced that it intends to enter into accelerated share repurchase ("ASR") agreements with one or more dealers to repurchase $500 million of the Company's common stock. The agreements are being entered into under the Company's existing $5.0 billion stock repurchase authorization, of which $1.8 billion was available for share repurchases as of February 2, 2025, the end of its most recent fiscal year. The Company intends to enter into the agreements in the coming days.
This ASR equates to a repurchase of approximately 7.7 million shares of the Company's common stock based on the closing stock price on March 31, 2025, which represents approximately 14% of the Company's weighted average diluted shares outstanding during the fourth quarter of its 2024 fiscal year. The total number of shares ultimately repurchased through the ASR will be determined upon final settlement and will be based on the volume-weighted average price of PVH's common stock during the term of the ASR agreements, less a discount, and subject to customary adjustments pursuant to the terms and conditions of the ASR agreements.
Zac Coughlin, Chief Financial Officer, said, "Over the course of the last several years we have continuously strengthened our balance sheet, driven by our robust cash flow generation. We have demonstrated a prudent and balanced approach to capital allocation, including first and foremost investing in our growth initiatives – all while reinforcing our strong commitment to our investment grade credit ratings. The current valuation of our stock relative to our long-term growth potential to unlock the power of our global iconic brands, Calvin Klein and TOMMY HILFIGER, through our PVH+ Plan, offers a unique opportunity to return significant capital to shareholders."
The Company expects to pay the dealers the repurchase amount and receive from them an initial delivery of approximately 5.4 million shares of its common stock, representing approximately 70% of the estimated total repurchases, shortly after the agreements are signed. The Company anticipates that the final settlement will occur during the third quarter of fiscal 2025.
The Company expects to use a combination of approximately $350 million of cash on hand and up to $150 million short-term debt to finance the ASR. As a result of its strong cash flow generation, the Company expects to repay this short-term debt by the end of fiscal year 2025, resulting in debt levels ending the year in-line with fiscal year-end 2024.
About PVH Corp.
PVH is one of the world's largest fashion companies, connecting with consumers in over 40 countries. Our global iconic brands include Calvin Klein and TOMMY HILFIGER. Our 140-plus-year history is built on the strength of our brands, our team and our commitment to drive fashion forward for good. That's the Power of Us. That's the Power of PVH.
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SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Forward-looking statements in this press release, including, without limitation, statements relating to PVH Corp.'s (the "Company") future plans objectives, expectations and intentions 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, (i) the Company's plans, objectives, expectations and intentions are subject to change at any time at the discretion of the Company; (ii) that the Company does not enter into the accelerated share repurchase ("ASR") agreements, or the timing of its entry into those agreements changes from what is described herein; (iii) that the conditions to the settlement of the ASR transactions under the applicable agreements are not satisfied; (iv) uncertainties as to the timing and prices of the repurchases under the ASR agreements; (v) unexpected costs, charges or expenses resulting from the ASR transaction ; and (vi) other risks and uncertainties indicated from time to time in the Company's filings with the Securities and Exchange Commission.
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