GUESS INC: debt financing — Guess? issues $275M 3.75% convertible notes due 2028, exchanges existing $184.9M notes

GUESS INC

Issued $275 million aggregate principal of 3.75% convertible senior notes due April 15, 2028.
Exchanged ~$184.9 million of existing 2.00% convertible notes due 2024 for ~$161.4 million new notes and $33.3 million cash.
Initial conversion price ~$24.70 per share; notes convertible into common stock (ticker GES) under specified conditions.
Entered convertible note hedge to reduce dilution and warrant transactions with strike price ~$41.80 per share.
Notes are senior unsecured, interest 3.75% payable semi-annually starting Oct 15, 2023.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

GUESS INC incurred convertible notes of $275.0 million in aggregate principal amount with U.S. Bank Trust Company, National Association at annual rate of 3.75% maturing April 15, 2028.

Instrument: convertible notes
Principal: $275.0 million in aggregate principal amount
Counterparty: U.S. Bank Trust Company, National Association
Rate: annual rate of 3.75%
Maturity: April 15, 2028
Event: incurrence

Exact text from the filing

in a private placement (collectively, the “Subscription Transactions” and, together with the Exchange Transactions, the “Transactions”) for the issuance in the Transactions of $275.0 million in aggregate principal amount of New Convertible Notes. Indenture On April 17, 2023, in connection with the issuance of the New Convertible Notes, the Company entered into an

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GUESS INC entered into Indenture with U.S. Bank Trust Company, National Association valued at $275.0 million (effective 2023-04-17).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $275.0 million
Effective: 2023-04-17

Exact text from the filing

On April 17, 2023, in connection with the issuance of the New Convertible Notes, the Company entered into an indenture (the "Indenture") with respect to the New Convertible Notes with U.S. Bank Trust Company, National Association, as trustee (the "Trustee").

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Source: SEC EDGAR

accession 0001193125-23-105011

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