8-K: Gildan Completes Hanesbrands Acquisition, Delists Stock
Merger Completion
Gildan Activewear Inc. has successfully acquired Hanesbrands Inc., converting it into a wholly-owned LLC and delisting its common stock from the NYSE.
Summary
- Gildan Activewear Inc. completed the acquisition of Hanesbrands Inc. on December 1, 2025, through a multi-step merger process.
- Hanesbrands Inc. has been converted into a Maryland limited liability company named Hanesbrands LLC and is now a wholly owned subsidiary of Gildan.
- Each share of Hanesbrands Common Stock was converted into the right to receive 0.102 common shares of Gildan and $0.80 in cash.
- Hanesbrands' outstanding equity awards (Options, RSUs, PSUs) were converted into Gildan equity awards, with performance-based vesting conditions for PSUs no longer applicable.
- Hanesbrands terminated its existing Credit Agreement, which included a $750.0 million revolving credit facility, a $400.0 million term loan A facility, and a $1.1 billion term loan B facility, without incurring early termination penalties.
- Hanesbrands notified the NYSE of the acquisition's consummation, leading to the suspension of trading and delisting of Hanesbrands Common Stock.
- Hanesbrands intends to file a Form 15 with the SEC to deregister its common stock and suspend its reporting obligations.
- Hanesbrands elected to redeem all outstanding 9.000% Senior Notes due 2031, with an original aggregate principal amount of $600 million, on December 11, 2025.
Sentiment
Score: 8
Explanation: The sentiment is positive as the complex multi-step acquisition was successfully completed, debt was refinanced, and the company is moving forward with its new structure. There are no negative surprises or delays reported.
Positives
- The acquisition of Hanesbrands Inc. by Gildan Activewear Inc. has been successfully completed, creating a larger entity.
- Hanesbrands' existing Credit Agreement, totaling $2.25 billion across various facilities, was repaid and terminated without early termination penalties.
- Gildan secured comprehensive financing for the acquisition, including a new $1.1 billion term loan facility and a $1.2 billion private offering of senior unsecured notes, demonstrating financial capacity.
Negatives
- Hanesbrands Common Stock has been delisted from the New York Stock Exchange, removing its public trading status.
- Former Hanesbrands stockholders ceased to have any rights as stockholders, other than the right to receive the merger consideration.
Future Outlook
The filing primarily reports the completion of an acquisition and subsequent corporate restructuring. It does not provide specific forward-looking statements or guidance regarding the future performance or strategic direction of the newly formed Hanesbrands LLC under Gildan's ownership.
Industry Context
This acquisition represents a significant consolidation within the apparel and activewear industry, with Gildan Activewear Inc. expanding its market presence and brand portfolio by integrating Hanesbrands. Such mergers often aim to achieve economies of scale, enhance supply chain efficiencies, and broaden product offerings to compete more effectively in a competitive global market.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | All previous directors of Hanesbrands Inc. | N/A | 2025-12-01 | Resigned in connection with the consummation of the Transactions and pursuant to the Merger Agreement. |
| Officer | All previous officers of Hanesbrands Inc. | N/A | 2025-12-01 | Ceased to serve as officers by operation of the LLC Conversion. |
| Manager (Board of Managers) | N/A | Chuck Ward | 2025-12-01 | Appointed as part of the new management structure for Hanesbrands LLC. |
| Manager (Board of Managers) | N/A | Shannon Preston | 2025-12-01 | Appointed as part of the new management structure for Hanesbrands LLC. |
| Manager (Board of Managers) | N/A | Howard Upchurch | 2025-12-01 | Appointed as part of the new management structure for Hanesbrands LLC. |
| President | N/A | Anne St-Pierre | 2025-12-01 | Appointed as an officer of Hanesbrands LLC. |
| Chief Financial Officer | N/A | Lindsay Barnhart | 2025-12-01 | Appointed as an officer of Hanesbrands LLC. |
| Secretary | N/A | Vince Spadafora | 2025-12-01 | Appointed as an officer of Hanesbrands LLC. |
| Treasurer | N/A | Suzanne Adams | 2025-12-01 | Appointed as an officer of Hanesbrands LLC. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Entity Conversion | Hanesbrands Inc., a Maryland corporation, converted into Hanesbrands LLC, a Maryland limited liability company. | 2025-12-01 | Changes the legal structure and governance framework from corporate to limited liability company, aligning with its new status as a wholly-owned subsidiary. |
| Governing Documents | Filed Articles of Conversion and adopted a Limited Liability Company Agreement for Hanesbrands LLC. | 2025-12-01 | Establishes the new legal and operational framework for Hanesbrands LLC, including management structure, member rights, and operational procedures. |
| Management Structure | Management of Hanesbrands LLC is now vested in a Board of Managers, with specific individuals appointed, and officers selected by the Board. | 2025-12-01 | Reflects the shift from a publicly traded corporate board and executive team to a private LLC management structure under Gildan's ultimate control. |
Stakeholder Impact
- Shareholders of Hanesbrands Inc. received merger consideration (Gildan common shares and cash) in exchange for their Hanesbrands stock, ceasing to be direct equity holders.
- Creditors of Hanesbrands Inc. saw the termination of the Credit Agreement and the redemption of Senior Notes, indicating a restructuring of the company's debt under Gildan's ownership.
- Employees in management roles at Hanesbrands Inc. experienced a change in leadership, with all previous directors and officers ceasing to serve, and new managers and officers appointed for Hanesbrands LLC.
Next Steps
- Hanesbrands intends to file a Form 15 with the SEC to deregister its common stock under Section 12(g) of the Exchange Act.
- Hanesbrands will suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.
- The 9.000% Senior Notes due 2031 will be redeemed on December 11, 2025.
Key Dates
| Date | Description |
|---|---|
| 2005-09-30 | Hanesbrands Inc. (then a Maryland corporation) was formed by the filing of Articles of Incorporation. |
| 2025-08-13 | Date of the Agreement and Plan of Merger between Gildan, Hanesbrands, and other parties. |
| 2025-10-07 | Gildan's private offering of $1.2 billion aggregate principal amount of senior unsecured notes closed. |
| 2025-12-01 | Closing Date of the acquisition; Hanesbrands Merger, LLC Conversion, First Gildan Merger, and Second Gildan Merger completed. Hanesbrands Inc. converted to Hanesbrands LLC. All Hanesbrands directors resigned, and officers ceased to serve. Hanesbrands' Credit Agreement was terminated. Trading of Hanesbrands Common Stock on the NYSE was suspended. Articles of Conversion and Limited Liability Company Agreement were filed and adopted, respectively. |
| 2025-12-11 | Redemption Date for Hanesbrands' 9.000% Senior Notes due 2031. |
Keywords
Merger, Acquisition, Hanesbrands, Gildan Activewear, Delisting, SEC Filing, Corporate Governance, Debt Repayment, Equity Awards, LLC Conversion
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