The commencement of this Notes offering reflects Carter’s efforts to improve its capital structure. Carter’s intends to utilize the proceeds of the notes offering to return capital to shareholders through share repurchases and/or dividends, and for general corporate purposes.
The determination to consummate the Offering and the method of any return of capital is subject to market and business conditions, including interest rates, Carter’s performance, and other considerations.
The Notes are being offered and sold to “qualified institutional buyers” in the United States pursuant to Rule 144A under the Securities Act of 1933 (as amended, the “Securities Act”) and outside the United States pursuant to Regulation S under the Securities Act.
The Notes have not been registered for sale under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
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