8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 2, 2021

PVH CORP. /DE/
(Exact name of registrant as specified in its charter)

Delaware	001-07572	13-1166910
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
200 MADISON AVENUE, NEW YORK, New York		10016
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code (212)-381-3500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

   (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

   (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1.00 par value	PVH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01 OTHER EVENTS.

PVH Corp. announced on August 2, 2021 that it has completed its previously announced sale of the IZOD, Van Heusen, ARROW and Geoffrey Beene trademarks and certain related inventories and other assets to Authentic Brands Group for a cash purchase price of approximately $223 million, subject to adjustment. A copy of the press release is attached as Exhibit 99.1 to this report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No.		Description of Exhibit
	99.1	Press Release dated August 2, 2021.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 2, 2021	PVH CORP.
	By: /s/ Mark D. Fischer
	Mark D. Fischer
	Executive Vice President, General Counsel and Secretary

EX-99.1

EXHIBIT 99.1

PVH Corp. Completes Sale of Heritage Brands to Authentic Brands Group

Transaction includes IZOD, VAN HEUSEN, ARROW and Geoffrey Beene

NEW YORK -- (BUSINESS WIRE) — August 2, 2021 -- PVH Corp. [NYSE: PVH] , parent company of Calvin Klein and TOMMY HILFIGER, announced today it has completed its previously announced sale of certain intellectual property and other assets of its Heritage Brands business to Authentic Brands Group (ABG). The cash purchase price for the transaction, which includes the IZOD, Van Heusen, ARROW and Geoffrey Beene trademarks and certain related inventories and other assets, was $223 million, subject to adjustment. 

Stefan Larsson, Chief Executive Officer, PVH Corp., commented, “PVH is entering a new growth chapter, executing against our accelerated recovery priorities and with clear focus on unlocking the full potential of our iconic, global growth brands, Calvin Klein and TOMMY HILFIGER. We also believe that ABG is well positioned to further develop and support our former Heritage Brands for future success.”

Mr. Larsson continued: “On behalf of PVH, I want to thank everyone who has been a part of the Heritage Brands team over the years, helping us become the strong, global company we are today.”

PVH will continue to own and operate the intimates and underwear businesses, led by Warner’s, as well as continue to operate its dress shirt and neckwear business, including under the brands being sold pursuant to a license from ABG.

PJ Solomon is serving as exclusive financial advisor to PVH on the transaction. Wachtell, Lipton, Rosen & Katz is acting as legal advisor.

About PVH Corp.

PVH is one of the world’s largest and most admired fashion companies, connecting with consumers in over 40 countries. Our global iconic brands include Calvin KleinandTOMMY HILFIGER. Our 140-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.

Follow us on Facebook, Instagram, Twitter and LinkedIn.

PVH Corp. 

Cindy Leggett-Flynn

EVP, Global Communication

908-255-7159 (m) 

communications@pvh.com

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) potential adverse reactions or changes to business relationships resulting from the completion of the transaction; (iii) unexpected costs, charges or expenses resulting from the transaction; (iv) litigation relating to the transaction; (v) the Company may be considered to be highly leveraged and uses a significant portion of its cash flows to service its indebtedness, as a result of which the Company might not have sufficient funds to operate its businesses in the manner it intends or has operated in the past; and (vi) other risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission.

XML

Document and Entity Information	Aug. 02, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 02, 2021
Entity Registrant Name	PVH CORP. /DE/
Entity Incorporation, State or Country Code	DE
Entity File Number	001-07572
Entity Tax Identification Number	13-1166910
Entity Address, Address Line One	200 MADISON AVENUE
Entity Address, City or Town	NEW YORK
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10016
City Area Code	212
Local Phone Number	381-3500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000078239
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	PVH
Security Exchange Name	NYSE