01—Abstract
Summary
Summary of the 8-K filed June 5, 2025. Cited figures are marked; the original filing is the authoritative source.
On June 5, 2025, Ralph Lauren Corporation completed its offering of $500 milliona aggregate principal amount of unsecured 5.000% Senior Notes due 2032.
The Notes were sold under an automatic shelf registration statement on Form S-3 and an underwriting agreement dated June 2, 2025 with BofA Securities, Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the underwriters. The Notes mature June 15, 2032, pay interest semi-annually on June 15 and December 15 beginning December 15, 2025, and rank equally in right of payment with the company's existing and future unsecured and unsubordinated obligations.
The Notes are redeemable at the company's option before April 15, 2032 at the greater of a make-whole price based on the Treasury Rate plus 0.15%b and 100% of principal, and at 100% of principal thereafter, in each case plus accrued interest. The Indenture contains customary covenants limiting liens, sale and leaseback transactions, and consolidations, mergers or asset sales. Upon a Change of Control Repurchase Event, the company must offer to repurchase the Notes at 101% of principal plus accrued interest.
The company expects to use the net proceeds for general corporate purposes, which may include repaying the $400 millionc outstanding principal of its existing 3.750% Senior Notes due September 15, 2025. Certain underwriters or their affiliates have provided other banking services to the company and are lenders under its global credit facility.
02—Key points
Key Highlights
- Issued $500 million of unsecured 5.000% Senior Notes due June 15, 2032, completed June 5, 2025
- Interest payable semi-annually on June 15 and December 15, starting December 15, 2025
- Notes rank equally with all existing and future unsecured, unsubordinated obligations of the company
- Optional redemption before April 15, 2032 at the greater of a make-whole price (Treasury Rate plus 0.15%) or par, plus accrued interest; at par thereafter
- Change of Control Repurchase Event triggers an offer to repurchase at 101% of principal plus accrued interest
- Proceeds may be used to repay the $400 million 3.750% Senior Notes due September 15, 2025
- Offering was made under an automatic shelf registration on Form S-3 (File No. 333-287632)
03—Questions
Frequently Asked Questions
When do the Notes mature and how much interest do they pay?
The Notes mature on June 15, 2032 and accrue interest at 5.000% per year, paid semi-annually on June 15 and December 15, beginning December 15, 2025.
Can Ralph Lauren redeem the Notes early?
Yes. Before April 15, 2032, the company may redeem the Notes at the greater of a make-whole price based on the Treasury Rate plus 0.15% and 100% of principal, plus accrued interest. On or after April 15, 2032, redemption is at 100% of principal plus accrued interest.
What protections do noteholders have if control of the company changes?
Upon a Change of Control Repurchase Event, as defined in the Indenture, the company must offer to repurchase the Notes at 101% of their principal amount, plus accrued and unpaid interest to the repurchase date.
What will the company do with the proceeds?
The company expects to use the net proceeds for general corporate purposes, which may include repaying the $400 million outstanding principal of its 3.750% Senior Notes due September 15, 2025.
What covenants apply to the Notes?
The Indenture includes customary covenants restricting the company and its subsidiaries from creating certain liens, entering into sale and leaseback transactions, and consolidating or merging with, or selling, leasing or conveying all or substantially all of their property or assets to another person, along with customary events of default.
04—Continue