SEC Form SCHEDULE 13D filed by Hanesbrands Inc.
$HBI
Clothing/Shoe/Accessory Stores
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Hanesbrands Inc. (Name of Issuer) |
Common Stock, Par Value $0.01 (Title of Class of Securities) |
410345102 (CUSIP Number) |
Marc A. Alpert, SVP, GC Loews Corporation, 9 West 57th Street New York, NY, 10019 (212) 521-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 410345102 |
| 1 |
Name of reporting person
LOEWS CORP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
31,900,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Explanatory Note
The Reporting Person filed Amendment No. 1 to Schedule 13G on February 14, 2025 with respect to its ownership of 21,635,000 shares, or approximately 6.1%, of the Common Stock, par value $0.01 per share ("Common Stock"), of Hanesbrands Inc., a Delaware corporation (the "Issuer"). As of August 12, 2025, the Reporting Person is required to change its beneficial ownership reporting with respect to the Issuer's Common Stock from Schedule 13G to Schedule 13D pursuant to Rule 13d-1(e) under the Exchange Act of 1934, as amended.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.01 | |
| (b) | Name of Issuer:
Hanesbrands Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1000 East Hanes Mill Road, Winston-Salem,
NORTH CAROLINA
, 27105. | |
Item 1 Comment:
This Schedule 13D relates to the Common Stock, par value $0.01 per share, of Hanesbrands Inc., a Delaware corporation, having its principal executive offices at 1000 East Hanes Mill Road, Winston-Salem, NC, 27105. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is filed by Loews Corporation, a Delaware corporation having its principal executive offices at 9 West 57th Street, New York, New York 10019 (the "Reporting Person"). The Reporting Person is a holding company. Its consolidated operating subsidiaries are engaged in the following lines of business: commercial property and casualty insurance (CNA Financial Corporation, an approximately 92% owned subsidiary); transportation and storage of natural gas and natural gas liquids, olefins and other hydrocarbons (Boardwalk Pipeline Partners, LP, a wholly owned subsidiary) and the operation of a chain of hotels (Loews Hotels Holding Corporation, a wholly owned subsidiary). In addition, the Reporting Person owns approximately 53% of Altium Packaging LLC, an unconsolidated subsidiary accounted for under the equity method of accounting, which is engaged in the manufacture of rigid plastic packaging solutions.
Information with respect to the executive officers and directors of the Reporting Person, including name, business address, present principal occupation or employment, name, principal business and address of any corporation or other organization in which such employment is conducted, and beneficial ownership of Common Stock of the Issuer is listed on Schedule I hereto, which is incorporated herein by reference.
Neither the Reporting Person nor, to the best of its knowledge, any executive officer or director of the Reporting Person, has during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
To the best knowledge of the Reporting Person, all of its executive officers and directors are United States citizens. | |
| (b) | N/A | |
| (c) | N/A | |
| (d) | N/A | |
| (e) | N/A | |
| (f) | N/A | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Person used $49,304,124 of its cash on hand to purchase 10,265,000 shares of Common Stock between February 14, 2025, the date of the Reporting Person's Amendment No. 1 to Schedule 13G with respect to the Common Stock, and August 12, 2025. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person acquired the Issuer's Common Stock for investment purposes.
The Reporting Person regularly reviews the Issuer's business, performance, financial condition, results of operations, and anticipated future developments and prospects, as well as general economic conditions and existing and anticipated market and industry conditions and trends affecting the Issuer. The Reporting Person may engage in communications with and express its views to, without limitation, one or more members of the board of directors of the Issuer, one or more officers of the Issuer, one or more shareholders of the Issuer, or other third parties or the public, regarding the Issuer, including but not limited to the Issuer's operations, governance, business, strategy or control, including actual or potential strategic transactions involving the Issuer, or plans or proposals which relate to or could result in any of the matters listed in paragraphs (a) through (j) of the instructions to Item 4 of Schedule 13D. As a result of these or other factors or any such discussions, the Reporting Person may from time to time, and reserves the right to, consider, study, formulate and actively participate in any plans or proposals regarding such matters. Such actions or transactions may also include, among others, the acquisition of additional shares of the Issuer's Common Stock or other securities or the sale of all or a portion of the Issuer's Common Stock or other securities now or hereafter beneficially owned by the Reporting Person. The Reporting Person reserves the right to change its intentions with respect to any of the foregoing. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The aggregate number of shares of Common Stock to which this Schedule 13D relates is 31,900,000, representing 9.0% of the 353,731,138 shares of Common Stock of the Issuer outstanding (as reported in the Issuer's quarterly report on Form 10-Q for the quarter ended June 28, 2025. | |
| (b) | The Reporting Person has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of all of the 31,900,000 shares of Common Stock covered by this Schedule 13D. | |
| (c) | Information with respect to transactions in the Common Stock that were effected during the past sixty days by the Reporting Person is set forth on Schedule II hereto, which is incorporated herein by reference. | |
| (d) | The Reporting Person has the sole right to receive and the sole power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None | ||
| Item 7. | Material to be Filed as Exhibits. | |
None | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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