Tapestry, Inc. Restructures Senior Notes

TL;DR

Tapestry just filed an 8-K about its senior notes due 2027 & 2031 - looks like a debt restructuring.

AI Summary

On November 13, 2024, Tapestry, Inc. entered into a material definitive agreement related to its senior notes. Specifically, the company entered into an indenture for its 5.375% Senior Notes due 2027 and its 5.875% Senior Notes due 2031. This action also triggered events that could accelerate or increase financial obligations under these notes.

Why It Matters

This filing indicates potential changes in Tapestry's debt structure and financial obligations, which could impact its credit profile and future borrowing costs.

Risk Assessment

Risk Level: medium — Changes in debt agreements and potential acceleration of obligations can introduce financial risks and uncertainties.

Key Numbers

• 5.375% — Senior Notes Interest Rate (Interest rate for notes due 2027)
• 5.875% — Senior Notes Interest Rate (Interest rate for notes due 2031)
• 2027 — Maturity Year (Maturity year for one series of senior notes)
• 2031 — Maturity Year (Maturity year for another series of senior notes)

Key Players & Entities

• Tapestry, Inc. (company) — Registrant
• November 13, 2024 (date) — Date of earliest event reported
• 5.375% Senior Notes due 2027 (dollar_amount) — Senior Notes issued by Tapestry
• 5.875% Senior Notes due 2031 (dollar_amount) — Senior Notes issued by Tapestry

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value TPR New York Stock Exchan
• $45,088,675 — for its expenses in an amount equal to $45,088,675 in cash on November 14 , 2024. The Part
• $500,000,000 — and (ii) with respect to the Company's $500,000,000 aggregate principal amount of 7.050% se
• $750,000,000 — notes due 2025 (the "2025 USD Notes"), $750,000,000 aggregate principal amount of 7.000% se
• $1,000,000,000 — notes due 2026 (the "2026 USD Notes"), $1,000,000,000 aggregate principal amount of 7.350% se
• $1,250,000,000 — tes due 2030 (the "2030 USD Notes") and $1,250,000,000 aggregate principal amount of 7.850% se
• $57.1 million — its net income the entire approximately $57.1 million unamortized portion of the related cash
• $61.1 million — discounts and the entire approximately $61.1 million redemption premium paid on the Notes up
• $2.0 billion — horized the Company to repurchase up to $2.0 billion of outstanding shares of its common sto
• $800 million — purchase program is supplemental to the $800 million remaining in authorized purchases under

Filing Documents

• ef20038690_8k.htm (8-K) — 54KB
• ef20038690_ex10-1.htm (EX-10.1) — 39KB
• ef20038690_ex99-1.htm (EX-99.1) — 22KB
• image00001.jpg (GRAPHIC) — 2KB
• 0001140361-24-046713.txt ( ) — 323KB
• tpr-20241113.xsd (EX-101.SCH) — 5KB
• tpr-20241113_def.xml (EX-101.DEF) — 18KB
• tpr-20241113_lab.xml (EX-101.LAB) — 27KB
• tpr-20241113_pre.xml (EX-101.PRE) — 20KB
• ef20038690_8k_htm.xml (XML) — 8KB

01

Item 1.01 Entry into a Material Definitive Agreement. The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

02

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, on August 10, 2023, Tapestry, Inc. (the "Company"), Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares with BVI company number 2129509 incorporated under the laws of the territory of the British Virgin Islands and a wholly owned subsidiary of the Company ("Merger Sub"), and Capri Holdings Limited, a British Virgin Islands business company limited by shares with BVI company number 524407 incorporated under the laws of the territory of the British Virgin Islands ("Capri" and, together with the Company and Merger Sub, the "Parties") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which and subject to the terms and conditions therein, Merger Sub would be merged with and into Capri (the "Merger"), with Capri surviving the Merger as a wholly owned subsidiary of the Company. On November 13, 2024, the Parties entered into a Termination Agreement (the "Termination Agreement"), pursuant to which the Parties agreed that the Merger Agreement, including all schedules, annexes and exhibits thereto, was terminated (the "Termination Date"), effective immediately. Pursuant to the Termination Agreement, the Company agreed to reimburse Capri for its expenses in an amount equal to $45,088,675 in cash on November 14 , 2024. The Parties also agreed to release each other from claims, demands, damages, actions, causes of action and liability relating to or arising out of the Merger Agreement and the transactions contemplated therein or thereby. The Company's Term Loan Agreement, dated as of August 30, 2023, among the Company, Bank of America N.A., as administrative agent, and the financial institutions parties thereto as lenders (the "Term Loan Agreement") and all commitments thereunder were terminated concurrently with the effectiveness of the Termination Agreement. The foregoing descriptions of the Merger Agreement, the Terminat

04

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. Pursuant to the terms of the Indenture (the "Base Indenture"), dated as of December 21, 2021, between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee"), as supplemented by: (i) with respect to the Company's 500,000,000 aggregate principal amount of 5.350% senior unsecured notes due 2025 (the "2025 EUR Notes"), 500,000,000 aggregate principal amount of 5.375% senior unsecured notes due 2027 (the "2027 EUR Notes") and 500,000,000 aggregate principal amount of 5.875% senior unsecured notes due 2031 (the "2031 EUR Notes" and, together with the 2025 EUR Notes and the 2027 EUR Notes, the "EUR Notes"), the Third Supplemental Indenture, dated as of November 27, 2023, among the Company, the Trustee, and Elavon Financial Services DAC, UK Branch, as paying agent (together with the Base Indenture, the "EUR Indenture"); and (ii) with respect to the Company's $500,000,000 aggregate principal amount of 7.050% senior unsecured notes due 2025 (the "2025 USD Notes"), $750,000,000 aggregate principal amount of 7.000% senior unsecured notes due 2026 (the "2026 USD Notes"), $1,000,000,000 aggregate principal amount of 7.350% senior unsecured notes due 2028 (the "2028 USD Notes"), $1,000,000,000 aggregate principal amount of 7.700% senior unsecured notes due 2030 (the "2030 USD Notes") and $1,250,000,000 aggregate principal amount of 7.850% senior unsecured notes due 2033 (the "2033 USD Notes" and, together with the 2025 USD Notes, the 2026 USD Notes, the 2028 USD Notes and the 2030 USD Notes, the "USD Notes" and, together with the EUR Notes, the "Notes"), the Second Supplemental Indenture, dated as of November 27, 2023, between the Company and the Trustee (together with the Base Indenture, the "USD Indenture"), the Company is required, due to t

01

Item 7.01 Regulation FD Disclosure. On November 14, 2024, the Company issued a press release announcing the termination of the Merger Agreement and the entry into the Termination Agreement. A copy of the press release is furnished herewith as Exhibit 99.1. The information included under this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

01

Item 8.01 Other Events. On November 13, 2024, the board of directors of the Company (the "Board") authorized the Company to repurchase up to $2.0 billion of outstanding shares of its common stock, $0.01 par value per share, pursuant to a new share repurchase program. Under the share repurchase program, the Company may repurchase shares on the open market, in privately negotiated transactions or in other transactions, including accelerated share repurchase programs. The Company intends to launch an accelerated share repurchase program in the coming weeks and expects to fund it with cash on hand and proceeds from debt, which may include borrowings under its revolving credit facility, borrowings under a new term loan facility or the issuance of new debt. The $2.0 billion authorized for purchases under the new repurchase program is supplemental to the $800 million remaining in authorized purchases under the share repurchase program authorized by the Board in May 2022.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K may contain forward-looking statements based on management's current expectations. Forward-looking statements include, but are not limited to, statements regarding the Company's capital deployment plans, including anticipated share repurchase plans, and statements that can be identified by the use of forward-looking terminology such as "may," "can," "if," "continue," "assume," "should," "expect," "confidence," "goals," "trends," "anticipate," "intend," "estimate," "on track," "future," "plan," "deliver," "potential," "position," "believe," "will," "target," "guidance," "forecast," "outlook," "commit," "leverage," "generate," "enhance," "innovation," "drive," "effort," "progress," "confident," "uncertain," "achieve," "strategic," "growth," "proposed acquisition," "we can stretch what's possible," similar expressions, and variations or negatives of these words. Future results may differ materially from management's current expectations, based upon a number of important factors, including risks and uncertainties such as the impact of economic conditions, recession and inflationary measures, risks associated with operating in international markets and our global sourcing activities, the ability to anticipate consumer preferences and retain the value of our brands, including our ability to execute on our e-commerce and digital strategies, the ability to successfully implement the initiatives under our 2025 growth strategy, the effect of existing and new competition in the marketplace, the effect of seasonal and quarterly fluctuations on our sales or operating results, the risk of cybersecurity threats and privacy or data security breaches, our ability to satisfy our outstanding debt obligations or incur additional indebtedness, the risks associated with climate change and other corporate responsibility issues, the impact of tax and other legislation, the risks associated with potential changes to international t

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1* Termination Agreement, dated November 13, 2024, by and among Tapestry, Inc., Sunrise Merger Sub, Inc. and Capri Holdings Limited 99.1 Press Release of Tapestry, Inc., dated November 14, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURES

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. Dated: November 14, 2024 TAPESTRY, INC. By: /s/ David E. Howard Name: David E. Howard Title: General Counsel and Secretary