Capri Holdings Files 8-K for Regulation FD Disclosure

TL;DR

Capri Holdings filed a routine 8-K for a Reg FD disclosure. No major news yet.

AI Summary

Capri Holdings Ltd. filed an 8-K on April 15, 2024, to report a Regulation FD Disclosure. The filing does not contain specific details about the disclosure itself, but it confirms the company's reporting status and its principal executive offices located at 90 Whitfield Street, London, United Kingdom.

Why It Matters

This filing indicates Capri Holdings is complying with disclosure regulations, which is standard practice for publicly traded companies.

Risk Assessment

Risk Level: low — This is a standard regulatory filing with no new material information disclosed.

Key Players & Entities

• Capri Holdings Ltd (company) — Registrant
• April 15, 2024 (date) — Date of Report
• 90 Whitfield Street, 2nd Floor, London, United Kingdom W1T 4EZ (location) — Principal executive offices

FAQ

Filing Documents

• ef20026939_form8k.htm (8-K) — 29KB
• logo1.jpg (GRAPHIC) — 7KB
• 0001140361-24-019759.txt ( ) — 182KB
• cpri-20240415.xsd (EX-101.SCH) — 4KB
• cpri-20240415_lab.xml (EX-101.LAB) — 21KB
• cpri-20240415_pre.xml (EX-101.PRE) — 16KB
• ef20026939_form8k_htm.xml (XML) — 4KB

01

Item 7.01 Regulation FD Disclosure. As previously disclosed, on August 10, 2023, Capri Holdings Limited (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Tapestry, Inc., a Maryland corporation ("Tapestry"), and Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares and a wholly owned subsidiary of Tapestry, pursuant to which, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company, with the Company surviving the Merger and continuing as a wholly owned subsidiary of Tapestry (the "Transaction"). The completion of the Transaction is conditioned, among other things, upon receipt of regulatory clearance from: (1) the European Commission (the "EC") under the EU Merger Regulation (the "EUMR"), and (2) the Fair Trade Commission of Japan ("JFTC") under the Antimonopoly Act. The JFTC approved the Transaction unconditionally on April 10, 2024 and the EC approved the Transaction unconditionally on April 15, 2024. At this time, the only outstanding antitrust regulatory approval or clearance for the Transaction is in the United States. The parties have obtained antitrust regulatory approval or clearance for the Transaction in all other jurisdictions for which regulatory approval or clearance is a closing condition. The completion of the Transaction remains subject to the satisfaction or waiver of the other closing conditions specified in the Merger Agreement. The information contained in Item 7.01 of this report shall not be incorporated by reference into any filing of the registrant, whether made before, on or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information contained in Item 7.01 of this report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or

Forward-Looking Statements

Forward-Looking Statements This communication contains statements which are, or may be deemed to be, "forward-looking statements." Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Capri about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. All statements other than statements of historical facts included herein, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "plans", "believes", "expects", "intends", "will", "should", "could", "would", "may", "anticipates", "might" or similar words or phrases, are forward-looking statements. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, which could cause actual results to differ materially from those projected or implied in any forward-looking statements, including regarding the proposed transaction. These risks, uncertainties and other factors include the impact of the COVID-19 pandemic; changes in consumer traffic and retail trends; the timing, receipt and terms and conditions of any required governmental and regulatory approvals for the proposed transaction that could delay or result in the termination of the proposed transaction, the occurrence of any other event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that the parties to the Merger Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the propos