Obligation HanesBrands 6.375% ( US410345AG72 ) en USD

HanesBrands

100 % ⇌

Etas-Unis

US410345AG72 ( en USD )

6.375% par an ( paiement semestriel )

15/12/2020 - Obligation échue

Prospectus brochure de l'obligation Hanesbrands US410345AG72 en USD 6.375%, échue

2 000 USD

1 000 000 000 USD

410345AG7

BB ( Spéculatif )

Ba2 ( Spéculatif )

Hanesbrands Inc. est une entreprise américaine de vêtements, leader mondial dans la conception, la fabrication et la commercialisation de sous-vêtements et de basiques du quotidien, à travers des marques emblématiques comme Hanes, Champion, Playtex et Bali.

L'Obligation émise par HanesBrands ( Etas-Unis ) , en USD, avec le code ISIN US410345AG72, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/12/2020

L'Obligation émise par HanesBrands ( Etas-Unis ) , en USD, avec le code ISIN US410345AG72, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par HanesBrands ( Etas-Unis ) , en USD, avec le code ISIN US410345AG72, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-171114

PROSPECTUS

Offer to Exchange
Up to $1,000,000,000 aggregate principal amount
of our 6.375% Senior Notes due 2020
(which we refer to as exchange notes)
and the guarantees thereof which have been registered
under the Securities Act of 1933, as amended,
for all of our outstanding unregistered
6.375% Senior Notes due 2020 issued on November 9, 2010
(which we refer to as old notes)
and the guarantees thereof.

The Exchange Offer:

· We will exchange all old notes that are validly tendered and not validly withdrawn for an equal principal amount of
exchange notes.

· You may withdraw tenders of old notes at any time prior to the expiration date of the exchange offer.

· The exchange offer expires at 5:00 p.m., New York City time, on February 4, 2011, unless extended. We do not currently
intend to extend the expiration date.

· The exchange of old notes for exchange notes in the exchange offer should not be a taxable event for U.S. federal income
tax purposes.

· We will not receive any proceeds from the exchange offer.

The Exchange Notes:

· We are offering the exchange notes to satisfy certain of our obligations under the registration rights agreement entered into
in connection with the private offering of the old notes.

· The terms of the exchange notes are substantially identical to the old notes, except that transfer restrictions, registration
rights and additional interest provisions relating to the old notes do not apply to the exchange notes.

· The exchange notes and the guarantees will be our and the guarantors' senior unsecured obligations and will:

· rank equally in right of payment with all our and the guarantors' existing and future senior unsecured indebtedness;

· rank senior in right of payment to all our and the guarantors' future senior subordinated and subordinated indebtedness;

· be effectively subordinated in right of payment to all our and the guarantors' existing and future secured indebtedness to
the extent of the value of the collateral securing such indebtedness (including all of our borrowings and the guarantors'
guarantees under our senior secured credit facility); and

· be structurally subordinated in right of payment to all existing and future indebtedness and other liabilities of any of our
subsidiaries that is not a guarantor of the exchange notes.

· The exchange notes will mature on December 15, 2020.

· The exchange notes will bear interest at a rate of 6.375% per annum. We will pay interest on the exchange notes semi-
annually on June 15 and December 15 of each year, beginning on June 15, 2011.

· We may redeem the exchange notes in whole or in part from time to time. See "Description of Exchange Notes."

See "Risk Factors" beginning on page 10 for a discussion of certain risks you should consider
before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
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these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it
will deliver a prospectus in connection with any resale of such exchange notes. A broker-dealer who acquired old notes as a result
of market making or other trading activities may use this prospectus, as supplemented or amended from time to time, in connection
with any resales of the exchange notes. We have agreed that, for a period of up to 180 days after the closing of the exchange offer,
we will make this prospectus available for use in connection with any such resale. See "Plan of Distribution."

January 6, 2011

TABLE OF CONTENTS

Where You Can Find More Information
i
Incorporation of Information by Reference
i
Cautionary Statement Regarding Forward-Looking Statements
ii
Summary
1
Risk Factors
10
Ratio of Earnings to Fixed Charges
17
Use of Proceeds
17
Capitalization
18
Description of Exchange Notes
19
The Exchange Offer
65
U.S. Federal Income Tax Considerations
75
Plan of Distribution
75
Legal Matters
76
Experts
76

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this
prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to participate in
the exchange offer, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). You can inspect, read and copy these reports, proxy statements and other information at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can obtain information regarding the operation of
the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov
that makes available reports, proxy statements and other information regarding issuers that file electronically.

We make available free of charge at www.hanesbrands.com (in the "Investors" section) copies of materials we file with, or
furnish to, the SEC. By referring to our website and the SEC's website, we do not incorporate such websites or their contents
into this prospectus.

INCORPORATION BY REFERENCE

The SEC allows us to "incorporate by reference" information that we file with them, which means that we can disclose
important information to you by referring you to documents previously filed with the SEC. The information incorporated by
reference is an important part of this prospectus, and the information that we later file with the SEC will automatically update
and supersede this information. This prospectus incorporates by reference the documents and reports listed below (other than
portions of these documents deemed to be "furnished" or not deemed to be "filed," including the portions of these documents
that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC
or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such
Items):

· our Annual Report on Form 10-K for the fiscal year ended January 2, 2010;

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· our Quarterly Reports on Form 10-Q for the fiscal quarters ended April 3, 2010, July 3, 2010 and October 2, 2010;

· our Current Reports on Form 8-K filed on May 3, 2010, November 1, 2010, November 4, 2010, November 10, 2010 and
December 10, 2010; and

· our Proxy Statement on Schedule 14A filed on March 12, 2010.
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We also incorporate by reference the information contained in all other documents we file with the SEC pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (other than portions of these
documents deemed to be "furnished" or not deemed to be "filed," including the portions of these documents that are either
(1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or
(2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items,
unless otherwise specifically indicated therein) after the date of this prospectus and prior to the termination of this offering. The
information contained in any such document will be considered part of this prospectus from the date the document is filed with
the SEC.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in
this prospectus will be deemed to be modified or superseded to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by reference in this prospectus modifies or
supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to
constitute a part of this prospectus.

We undertake to provide without charge to any person, including any beneficial owner, to whom a copy of this prospectus
is delivered, upon oral or written request of such person, a copy of any or all of the documents that have been incorporated by
reference in this prospectus, other than exhibits to such other documents (unless such exhibits are specifically incorporated by
reference therein). We will furnish any exhibit not specifically incorporated by reference upon the payment of a specified
reasonable fee, which fee will be limited to our reasonable expenses in furnishing such exhibit. All requests for such copies
should be directed to Corporate Secretary, Hanesbrands Inc., 1000 East Hanes Mill Road, Winston-Salem, North Carolina
27105.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein include forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange Act.
Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be
identified by the use of words such as "may," "believe," "will," "expect," "project," "estimate," "intend," "anticipate," "plan,"
"continue" or similar expressions. In particular, information appearing under "Risk Factors" includes forward-looking
statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ
materially from those projected in these statements.

Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such
expectation or belief is based on the current plans and expectations of our management and expressed in good faith and believed
to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or
accomplished. More information on factors that could cause actual results or events to differ materially from those anticipated is
included from time to time in our reports filed with the SEC, including our Annual Report on Form 10-K for the year ended
January 2, 2010, particularly under the caption "Risk Factors."

All forward-looking statements speak only as of the date of this prospectus and are expressly qualified in their entirety by
the cautionary statements included in this prospectus and each of the documents incorporated herein by reference. We undertake
no obligation to update or revise forward-looking statements that may be made to reflect events or circumstances that arise after
the date made or to reflect the occurrence of unanticipated events, other than as required by law.
ii
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SUMMARY

This summary highlights selected information contained elsewhere in this prospectus and the documents we incorporate by
reference. It does not contain all of the information you should consider before making an investment decision. You should read
the entire prospectus, the documents incorporated by reference and the other documents to which we refer for a more complete
understanding of our business and this offering. Please read the section entitled "Risk Factors" and additional information
contained in our Annual Report on Form 10-K for the year ended January 2, 2010 (the "Form 10-K") and our Quarterly
Reports on Form 10-Q for the quarters ended October 2, 2010, July 3, 2010 and April 3, 2010 (collectively, the "Forms 10-Q")
incorporated by reference in this prospectus for more information about important factors you should consider before
participating in the exchange offer.

Our Company

We are a consumer goods company with a portfolio of leading apparel brands, including Hanes, Champion, Playtex, Bali,
L'eggs, Just My Size, barely there, Wonderbra, Stedman, Outer Banks, Zorba, Rinbros and Duofold. We design, manufacture,
source and sell a broad range of apparel essentials such as T-shirts, bras, panties, men's underwear, kids' underwear,
casualwear, activewear, socks and hosiery.

The apparel essentials sector of the apparel industry is characterized by frequently replenished items, such as T-shirts, bras,
panties, men's underwear, kids' underwear, socks and hosiery. Growth and sales in the apparel essentials sector are not
primarily driven by fashion, in contrast to other areas of the broader apparel industry. We focus on the core attributes of
comfort, fit and value, while remaining current with regard to consumer trends. The majority of our core styles continue from
year to year, with variations only in color, fabric or design details. Some products, however, such as intimate apparel,
activewear and sheer hosiery, do have an emphasis on style and innovation. We continue to invest in our largest and strongest
brands to achieve our long-term growth goals. In addition to designing and marketing apparel essentials, we have a long history
of operating a global supply chain that incorporates a mix of self-manufacturing, third-party contractors and third-party
sourcing.

Our products are sold through multiple distribution channels. During the year ended January 2, 2010, approximately 45%
of our net sales were to mass merchants in the United States, 16% were to national chains and department stores in the United
States, 11% were in our International segment, 10% were in our Direct to Consumer segment in the United States, and 18%
were to other retail channels in the United States such as embellishers, specialty retailers and sporting goods stores. We have
strong, long-term relationships with our top customers, including relationships of more than ten years with each of our top ten
customers as of January 2, 2010. The size and operational scale of the high-volume retailers with which we do business require
extensive category and product knowledge and specialized services regarding the quantity, quality and planning of product
orders. We have organized multifunctional customer management teams, which has allowed us to form strategic long-term
relationships with these customers and efficiently focus resources on category, product and service expertise. We also have
customer-specific programs such as the C9 by Champion products marketed and sold through Target stores and our Just My
Size program at Wal-Mart stores.

Our Brands

Our brands have a strong heritage in the apparel essentials industry. According to The NPD Group/Consumer Tracking
Service, or "NPD," our brands held either the number one or number two U.S. market position by units sold in most product
categories in which we compete, for the 12-month period ended September 30, 2010. In 2009, Hanes was number one for the
sixth consecutive year as the most preferred men's apparel brand, women's intimate apparel brand and children's apparel brand
of consumers in Retailing Today magazine's "Top Brands Study." Additionally, we had five of the top ten intimate apparel
brands preferred by consumers in the Retailing Today study -- Hanes, Playtex, Bali, Just My Size and L'eggs. In 2008, the
most recent year in which the survey was conducted, Hanes was number one for the fifth consecutive year on the Women's
Wear Daily "Top 100 Brands Survey" for apparel and accessory brands that women know best.
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Our Competitive Strengths

Strong brands with leading market positions. According to NPD, our brands held either the number one or number two
U.S. market position by units sold in most product categories in which we compete, for the 12-month period ended
September 30, 2010. According to NPD, our largest brand, Hanes, was the top-selling apparel brand in the United States by
units sold, for the 12-month period ended September 30, 2010.

High-volume, core essentials focus. We sell high-volume, frequently replenished apparel essentials. The majority of our
core styles continue from year to year, with variations only in color, fabric or design details, and are frequently replenished by
consumers. We believe that our status as a high-volume seller of core apparel essentials creates a more stable and predictable
revenue base and reduces our exposure to dramatic fashion shifts often observed in the general apparel industry.

Significant scale of operations. According to NPD, we are the largest seller of apparel essentials in the United States as
measured by units sold for the 12-month period ended September 30, 2010. Most of our products are sold to large retailers that
have high-volume demands. We believe that we are able to leverage our significant scale of operations to provide us with
greater manufacturing efficiencies, purchasing power and product design, marketing and customer management resources than
our smaller competitors.

Global supply chain. We have restructured our supply chain over the past three years to create more efficient production
clusters that utilize fewer, larger facilities and to balance our production capability between the Western Hemisphere and Asia.
With our global supply chain infrastructure substantially in place, we are now focused on optimizing our supply chain to further
enhance efficiency, improve working capital and asset turns and reduce costs.

Strong customer relationships. We sell our products primarily through large, high-volume retailers, including mass
merchants, department stores and national chains. We have strong, long-term relationships with our top customers, including
relationships of more than ten years with each of our top ten customers. We have aligned significant parts of our organization
with corresponding parts of our customers' organizations. We also have entered into customer-specific programs such as the
C9 by Champion products marketed and sold through Target stores and our Just My Size program at Wal-Mart.

Key Business Strategies

Sell more, spend less and generate cash are our broad strategies to build our brands, reduce our costs and generate cash.

Sell more. Through our "sell more" strategy, we seek to drive profitable growth by consistently offering consumers brands
they love and trust and products with unsurpassed value. Key initiatives we are employing to implement this strategy include:

· Build big, strong brands in big core categories with innovative key items. Our ability to react to changing customer
needs and industry trends is key to our success. Our design, research and product development teams, in partnership
with our marketing teams, drive our efforts to bring innovations to market. We seek to leverage our insights into
consumer demand in the apparel essentials industry to develop new products within our existing lines and to modify our
existing core products in ways that make them more appealing, addressing changing customer needs and industry
trends. We also support our key brands with targeted, effective advertising and marketing campaigns.

· Foster strategic partnerships with key retailers via "team selling." We foster relationships with key retailers by
applying our extensive category and product knowledge, leveraging our use of multi-functional customer management
teams and developing new customer-specific programs such as C9 by Champion for Target and our Just My Size
program at Wal-Mart. Our goal is to strengthen and deepen our existing strategic relationships with retailers and
develop new strategic relationships.

· Use Kanban concepts to have the right products available in the right quantities at the right time. Through Kanban, a
multi-initiative effort that determines production quantities, and in doing so,
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facilitates just-in-time production and ordering systems, we seek to ensure that products are available to meet customer
demands while effectively managing inventory levels.

Spend less. Through our "spend less" strategy, we seek to become an integrated organization that leverages its size and
global reach to reduce costs, improve flexibility and provide a high level of service. Key initiatives we are employing to
implement this strategy include:

· Optimizing our global supply chain to improve our cost-competitiveness and operating flexibility. We have
restructured our supply chain over the past three years to create more efficient production clusters that utilize fewer,
larger facilities and to balance our production capability between the Western Hemisphere and Asia. With our global
supply chain infrastructure substantially in place, we are now focused on optimizing our supply chain to further
enhance efficiency, improve working capital and asset turns and reduce costs. We are focused on optimizing the
working capital needs of our supply chain through several initiatives, such as supplier-managed inventory for raw
materials and sourced goods ownership arrangements. The consolidation of our distribution network is still in process
but is not expected to result in any substantial charges in future periods. The distribution network consolidation
involves the implementation of new warehouse management systems and technology, and opening of new distribution
centers and new third-party logistics providers to replace parts of our legacy distribution network.

· Leverage our global purchasing and manufacturing scale. Historically, we have had a decentralized operating structure
with many distinct operating units. We are in the process of consolidating purchasing, manufacturing and sourcing
across all of our product categories in the United States. We believe that these initiatives will streamline our operations,
improve our inventory management, reduce costs and standardize processes.

Generate cash. Through our "generate cash" strategy, we seek to effectively generate and invest cash at or above our
weighted average cost of capital to provide superior returns for both our equity and debt investors. Key initiatives we are
employing to implement this strategy include:

· Optimizing our capital structure to take advantage of our business model's strong and consistent cash
flows. Maintaining appropriate debt leverage and utilizing excess cash to, for example, pay down debt, invest in our
own stock and selectively pursue strategic acquisitions are keys to building a stronger business and generating
additional value for investors.

· Continuing to improve turns for accounts receivables, inventory, accounts payable and fixed assets. Our ability to
generate cash is enhanced through more efficient management of accounts receivables, inventory, accounts payable and
fixed assets through several initiatives, such as supplier-managed inventory for raw materials, sourced goods ownership
relationships and other efforts.

Our ability to react to changing customer needs and industry trends is key to our success. Our design, research and product
development teams, in partnership with our marketing teams, drive our efforts to bring innovations to market. We seek to
leverage our insights into consumer demand in the apparel essentials industry to develop new products within our existing lines
and to modify our existing core products in ways that make them more appealing, addressing changing customer needs and
industry trends. Examples of our recent innovations include:

· Barely There Smart Sizes, a new bra sizing system that simplifies and streamlines the traditional bra sizing
configuration from 16 sizes to just 5 sizes with innovative, "shape to fit" technology (2010).

· Wonderbra Secret Agent No Slip Fit Collection leverages the use of technology, anatomy and womanomics to design
bras that feature shaping stay-in-place back and no slip straps that secretly work together to ensure everything stays
comfortably in place all day (2010).

· Bali Comfort-U Bra with a feature that ensures that the straps and back stay in place, delivering the ultimate fit and
comfort in a place most women don't think to look -- the back (2010).

· Hanes Comfort Flex Underwear feature a softer, more stretchable waistband that comfortably shifts without pinching or
binding (2010).
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· Hanes dyed V-neck underwear T-shirts in black, gray and navy colors (2009).

· Champion 360° Max Support sports bra that controls movement in all directions, scientifically tested on athletes to
deliver 360° support (2009).

· Playtex 18 Hour Seamless Smoothing bra that features fused fabric to smooth sides and back (2009).

· Bali Natural Uplift bras that feature advanced lift for the bust without adding size (2009).

· Hanes No Ride Up panties, specially designed for a better fit that helps women stay "wedgie-free" (2008).

· Hanes Lay Flat Collar T-shirts and Hanes No Ride Up boxer briefs, the brand's latest innovation in product comfort
and fit (2008).

· Playtex 18 Hour Active Lifestyle bra that features active styling with wickable fabric (2008).

· Bali Concealers bras, with revolutionary concealing petals for complete modesty (2008).

· Hanes Concealing Petals bras (2008).

· Hanes Comfortsoft T-shirt (2007).

· Hanes All Over Comfort bras (2007).

· Bali Passion for Comfort bras, designed to be the ultimate comfort bra, features a silky smooth lining for a luxurious
feel against the body (2007).

We have restructured our supply chain over the past three years to create more efficient production clusters that utilize
fewer, larger facilities and to balance our production capability between the Western Hemisphere and Asia. With our global
supply chain infrastructure substantially in place, we are now focused on optimizing our supply chain to further enhance
efficiency, improve working capital and asset turns and reduce costs. We are focused on optimizing the working capital needs
of our supply chain through several initiatives, such as supplier-managed inventory for raw materials and sourced goods
ownership arrangements. Our textile production plant in Nanjing, China started production in the fourth quarter of 2009 and we
expect to ramp up production over the next year. The Nanjing facility, along with our other textile facilities and arrangements
with outside contractors, enables us to expand and leverage our production scale as we balance our supply chain across
hemispheres to support our production capacity. The consolidation of our distribution network is still in process but is not
expected to result in any substantial charges in future periods. The distribution network consolidation involves the
implementation of new warehouse management systems and technology, and opening of new distribution centers and new third-
party logistics providers to replace parts of our legacy distribution network.

Company Information

We were incorporated in Maryland on September 30, 2005 and became an independent public company following our spin
off from Sara Lee Corporation ("Sara Lee") on September 5, 2006. Our principal executive offices are located at 1000 East
Hanes Mill Road, Winston-Salem, North Carolina 27105. Our main telephone number is (336) 519-8080.

Recent Developments

On November 1, 2010, we completed the acquisition of GearCo, Inc., known as Gear For Sports, a leading seller of
licensed logo apparel in collegiate bookstores and other channels. We acquired Gear For Sports for $55 million and retired
approximately $172 million of Gear For Sports debt in the transaction.

Risk Factors

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Participation in this exchange offer involves substantial risk. You should carefully consider the risk factors set forth in the
section entitled "Risk Factors" and the other information contained in this prospectus and the documents incorporated by
reference herein, prior to participating in the exchange offer. See "Risk Factors" beginning on page 10.
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The Exchange Offer

The following summary contains basic information about the exchange offer and is not intended to be complete. For a
more detailed description of the terms and conditions of the exchange offer, please refer to the section entitled "The Exchange
Offer."

The exchange offer
We are offering to exchange $1,000 principal amount of the exchange notes,
which have been registered under the Securities Act, for each $1,000 principal
amount of the old notes, which have not been registered under the Securities
Act. We issued the old notes on November 9, 2010.

In order to exchange your old notes, you must promptly tender them before the
expiration date (as described in this prospectus). All old notes that are validly
tendered and not validly withdrawn will be exchanged. We will issue the
exchange notes on or promptly after the expiration date.

You may tender your old notes for exchange in whole or in part in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Registration Rights Agreement
Simultaneously with the initial sale of the old notes, we entered into a
registration rights agreement for this exchange offer. In the registration rights
agreement, we agreed, among other things, to use all commercially reasonable
efforts to file a registration statement with the SEC and to commence and
complete this exchange offer within 30 Business Days (as defined in the
registration rights agreement) after the registration statement becomes effective.
The exchange offer is intended to satisfy your rights under the registration rights
agreement. After the exchange offer is complete, you will no longer be entitled
to any exchange or registration rights with respect to your old notes.

Consequences of failure to exchange
If you do not exchange your old notes for exchange notes in the exchange offer,
you will still have the restrictions on transfer provided in the old notes and in the
indenture that governs both the old notes and the exchange notes. In general, the
old notes may not be offered or sold unless registered or exempt from
registration under the Securities Act, or in a transaction not subject to the
Securities Act and applicable state securities laws. See "Risk Factors -- Risks
Related to the Exchange Offer -- If you do not exchange your old notes for
exchange notes, your ability to sell your old notes will be restricted."

Expiration date
The exchange offer will expire at 5:00 p.m., New York City time, February 4,
2011, unless we decide to extend the expiration date. See "The Exchange
Offer -- Expiration Date; Extensions; Amendments."

Conditions to the exchange offer
The exchange offer is subject to customary conditions, some of which we may
waive. See "The Exchange Offer -- Conditions to the Exchange Offer."

Procedures for tendering old notes
If you wish to tender your old notes for exchange in the exchange offer, you
must transmit to the exchange agent on or before the expiration date an original
or a facsimile of a properly completed
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and duly executed copy of the letter of transmittal, which accompanies this
prospectus, together with your old notes and any other documentation required
by the letter of transmittal, at the address provided on the cover page of the letter
of transmittal. However, if you hold old notes through The Depository
Trust Company, or DTC, and wish to participate in the exchange offer, you
must comply with the Automated Tender Offer Program procedures of DTC.
See "The Exchange Offer -- Procedures for Tendering Old Notes." If you are
not a DTC participant, you may tender your old notes by book-entry transfer by
contacting your broker, dealer or other nominee or by opening an account with a
DTC participant, as the case may be. By accepting the exchange offer, you will
represent to us that, among other things:

· any exchange notes that you receive will be acquired in the ordinary course of
your business;

· you are not engaging in or intending to engage in a distribution of the
exchange notes and you have no arrangement or understanding with any
person or entity, including any of our affiliates, to participate in the
distribution of the exchange notes;

· if you are a broker-dealer that will receive exchange notes for your own
account in exchange for old notes that were acquired as a result of market-
making activities, that you will deliver a prospectus, as required by law, in
connection with any resale of the exchange notes; and

· you are not our "affiliate" as defined in Rule 405 under the Securities Act, or,
if you are an affiliate, you will comply with any applicable registration and
prospectus delivery requirements of the Securities Act.

Each broker-dealer that is issued exchange notes in the exchange offer for its
own account in exchange for notes that were acquired by that broker-dealer as a
result of market-marking or other trading activities must acknowledge that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of the exchange notes. A broker-dealer may use this
prospectus for an offer to resell, resale or other retransfer of the exchange notes
issued to it in the exchange offer.

Withdrawal rights
You may withdraw the tender of your old notes at any time before the expiration
date. To do this, you should deliver a written notice of your withdrawal to the
exchange agent according to the withdrawal procedures described in the section
"The Exchange Offer -- Withdrawal Rights."

Exchange agent
The exchange agent for the exchange offer is Branch Banking &
Trust Company. The address, telephone number and facsimile number of the
exchange agent are provided in the section entitled "The Exchange Offer --
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Exchange Agent."

Use of proceeds
We will not receive any cash proceeds from the issuance of exchange notes. See
"Use of Proceeds."
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Table of Contents

United States federal income tax
Your exchange of the old notes for exchange notes in the exchange offer should
considerations
not be a taxable event for U.S. federal income tax purposes. Accordingly, you
will not recognize any taxable gain or loss as a result of the exchange. See "U.S.
Federal Income Tax Considerations."

Appraisal and Dissenters' Rights
Holders of notes do not have any appraisal or dissenters' rights in connection
with the exchange offer.

Summary of Terms of the Exchange Notes

The form and terms of the exchange notes will be the same as the form and terms of the old notes, except that the exchange
notes will be registered under the Securities Act. As a result, the exchange notes will not bear legends restricting their transfer
and will not contain the registration rights and liquidated damage provisions contained in the old notes. The exchange notes
represent the same debt as the old notes. Both the old notes and the exchange notes will be governed by the same indenture.
Unless the context otherwise requires, we use the term "notes" in this prospectus to collectively refer to the old notes and the
exchange notes.

Issuer
Hanesbrands Inc.

The notes
$1,000,000,000 in aggregate principal amount of 6.375% Senior Notes due
2020.

Maturity
December 15, 2020.

Interest payment dates
Interest will be payable on the exchange notes on June 15 and December 15 of
each year, beginning on June 15, 2011.

Optional redemption
We may, at our option, redeem all or part of the exchange notes at any time
prior to December 15, 2015 at a make-whole price, and at any time on or after
December 15, 2015 at fixed redemption prices, plus accrued and unpaid interest,
if any, to the date of redemption, as described under "Description of Exchange
Notes -- Optional Redemption." In addition, prior to December 15, 2013, we
may, at our option, redeem up to 35% of the notes with the proceeds of certain
equity offerings.

Guarantees
The payment of the principal, premium and interest on the exchange notes will
be fully and unconditionally guaranteed on a senior unsecured basis by
substantially all of our existing domestic subsidiaries and by certain of our
future restricted subsidiaries. In the future, the guarantees may be released or
terminated under certain circumstances. See "Description of Exchange Notes --
Guarantees."

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Document Outline

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