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PVH Corp 美股招股说明书(2025年6月10日版)

2025-06-10 美股招股说明书 李鑫
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The information in this preliminary prospectus supplement is not complete and may bechanged. A registration statement relating to these securities has become effective upon filingwith the Securities and Exchange Commission. This preliminary prospectus supplement and Subject to Completion, dated June10, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated April2, 2024)_________________________________________________________________________________ PVH CORP. $% Senior Notes due_________________________________________________________________________________ This is an offering (the “offering”) by PVH Corp. (the “Company,” “we,” “our” or “us”) of anaggregate $of% Senior Notes due, which we refer to as the “notes.” We will payinterest on the notessemi-annuallyin arrears onandof each year, beginningon, 2025. The notes will mature on, 20. We may redeem the notes, at our option, in whole or in part, at any time and from time to time,at the redemption prices set forth in this prospectus, plus accrued and unpaid interest, if any, to, butexcluding, the redemption date. See “Description of Notes—Optional Redemption.” If a “change ofcontrol repurchase event” (as defined herein) occurs, we may be required to repurchase the notes The notes are to be issued in minimum denominations of $2,000 and integral multiples of$1,000 in excess thereof. The notes will be our unsecured unsubordinated obligations, and the payment of principal of,premium, if any, and interest will rank equally in right of payment with all of our existing and futureunsecured and unsubordinated indebtedness, liabilities and other obligations. Investing in the notes involves risks. See the section entitled “Risk Factors” beginningon pageS-9. Neither the U.S.Securities and Exchange Commission (“SEC”) nor any state securitiescommission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the JointBook-RunningManagers BofASecurities Table of Contents Youshould rely only on the information contained or incorporated byreferencein this prospectus supplement and the accompanying prospectus.Wehavenot,and the underwriters have not,authorized anyone to provide youwithdifferent information.We are not making an offer of these securitiesinany state where the offer or sale is not permitted.You should notassumethat the information we have included in this prospectus supplementorthe accompanying prospectus is accurate as of any date other than thedateof this prospectus supplement or the accompanying prospectus or that The notes are being offered for sale only in jurisdictions where it is lawful tomake such offers. The distribution of this prospectus supplement and the accompanyingprospectus and this offering of the notes in certain jurisdictions may be restrictedby law. Persons outside the UnitedStates who receive this prospectus supplement andthe accompanying prospectus should inform themselves about and observe any such Table of Contents ABOUTTHIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of aregistration statement that we filed with the SEC utilizing a “shelf” registrationprocess. In this prospectus supplement, we provide you with specific informationabout the notes we are selling in this offering and about this offering itself. Boththis prospectus supplement and the accompanying prospectus include or incorporate byreference important information about us and other information you should know before We changed our name to “PVH Corp.” from “Phillips-Van Heusen Corporation” onJune23, 2011. References to us in the accompanying prospectus, the registrationstatement of which this prospectus supplement is a part and certain of the documents References to “we,” “our” or “us” refer to PVH Corp. and its subsidiaries,except where the context otherwise requires. Table of Contents INCORPORATIONBY REFERENCE The SEC allows us to “incorporate by reference” the information we file withit, which means we can disclose important information to you by referring you tothose documents. The information we incorporate by reference is an important part ofthis prospectus supplement and information we subsequently file with the SEC willautomatically update and supersede that information. We incorporate by reference the •our annual report onForm 10-K for the fiscal year ended February 2, 2025(our “2024 10-K”);•our quarterly report onForm 10-Q for the quarterly period ended May 4,2025 (our “Q1 2025 10-Q”); We will provide without charge to each person to whom a copy of this prospectussupplement has been delivered, upon written or oral request, a copy of any or all ofthe documents we incorporate by reference in this prospectus supplement, other than any exhibit to any of those documents, unless we have specifically incorporated thatexhibit by reference into the information this prospectus supplement incor