Tapestry, Inc. Files 8-K for Material Definitive Agreement

TL;DR

Tapestry just filed an 8-K for a material definitive agreement and financial obligation. Watch for details.

AI Summary

On November 21, 2024, Tapestry, Inc. entered into a material definitive agreement related to the creation of a direct financial obligation. This filing also includes a Regulation FD Disclosure and financial statements and exhibits.

Why It Matters

This filing indicates Tapestry, Inc. has entered into a significant agreement that creates a financial obligation, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and financial obligations can introduce new risks related to debt, covenants, and market conditions.

Key Players & Entities

• Tapestry, Inc. (company) — Registrant
• November 21, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value TPR New York Stock Exchan
• $2.0 billion — s") to repurchase an aggregate of up to $2.0 billion of the Company's shares of common stock
• $750.0 million — purchases under the ASR Agreements with $750.0 million of borrowings under a new term loan cre
• $1.0 billion — lity, as described below, approximately $1.0 billion of borrowings under its revolving credi
• $800.0 million — ct to the ASR Agreements, there will be $800.0 million of availability for share repurchases u

Filing Documents

• ef20039097_8k.htm (8-K) — 48KB
• ef20039097_ex10-1.htm (EX-10.1) — 244KB
• ef20039097_ex10-2.htm (EX-10.2) — 582KB
• ef20039097_ex99-1.htm (EX-99.1) — 9KB
• 0001140361-24-047569.txt ( ) — 1252KB
• tpr-20241121.xsd (EX-101.SCH) — 5KB
• tpr-20241121_def.xml (EX-101.DEF) — 18KB
• tpr-20241121_lab.xml (EX-101.LAB) — 27KB
• tpr-20241121_pre.xml (EX-101.PRE) — 20KB
• ef20039097_8k_htm.xml (XML) — 8KB

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Item 1.01 Entry into a Material Definitive Agreement. Accelerated Share Repurchase Agreements On November 21, 2024, as part of Tapestry, Inc.'s (the "Company") recently announced share repurchase program, the Company entered into accelerated share repurchase agreements (the "ASR Agreements") with Bank of America, N.A. and Morgan Stanley & Co. LLC (the "Dealers") to repurchase an aggregate of up to $2.0 billion of the Company's shares of common stock, $0.01 par value per share (the "Common Stock"). The Company is funding the share repurchases under the ASR Agreements with $750.0 million of borrowings under a new term loan credit facility, as described below, approximately $1.0 billion of borrowings under its revolving credit facility and cash on hand. The Company expects to refinance the term loan credit facility with the issuance of new debt or borrowings under other sources of existing liquidity, together with cash on hand. After giving effect to the ASR Agreements, there will be $800.0 million of availability for share repurchases under the share repurchase program authorized by the board of directors of the Company in May 2022. Under the terms of the ASR Agreements, the Company will make an aggregate payment of $2.0 billion to the Dealers on November 26 , 2024 and will receive on the same day an initial delivery of 28,363,766 shares of Common Stock from the Dealers. The final number of shares to be repurchased by the Company will be based on the average of the daily volume-weighted average price of the Common Stock on specified dates during the term of each ASR Agreement, less a discount and subject to adjustments pursuant to the terms and conditions of the ASR Agreements. At settlement of each ASR Agreement, the relevant Dealer may be required to deliver additional shares of Common Stock to the Company, or under certain circumstances, the Company may be required to deliver shares of Common Stock or to make a cash payment, at its election, to the relevant

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The information set forth under "Term Loan Credit Agreement" in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

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Item 7.01 Regulation FD Disclosure. On November 22 , 2024, the Company issued a press release announcing the entry into the ASR Agreements and the Credit 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.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K may contain certain "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act and Section 21E of the Exchange Act, and are based on management's current expectations, that involve risks and uncertainties that could cause our actual results to differ materially from our current expectations. Forward statements in this Current Report on Form 8-K include, but are not limited to, statements about the Company's share repurchase program, the transactions under the ASR Agreements, the expected final settlements of the transactions under the ASR Agreements, the repayment of borrowings under the Credit Agreement and the revolving credit facility and the Company's capital deployment plans, and statements that can be identified by use of forward-looking terminology such as "may," "can," "continue," "project," "assumption," "should," "expect," "confidence," "goals," "trends," "anticipate," "intend," "estimate," "on track," "future," "well positioned to," "plan," "potential," "position," "believe," "seek," "see," "will," "would," "target," similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, our results could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. We assume no obligation to revise or update any such forward-looking statements for any reason, except as required by law. Our actual results could differ materially from the results contemplated by these forward-looking statements and are subject to a number of risks, uncertaintie

01

Item 9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Form of ASR Agreement 10.2 Term Loan Credit Agreement dated November 21 , 2024 by and among Tapestry, Inc., Bank of America, N.A., as administrative agent, BofA Securities, Inc. and Morgan Stanley Senior Lending, Inc., as joint lead arrangers and joint bookrunners and the lenders party thereto 99.1 Press Release of Tapestry, Inc., dated November 22 , 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 22, 2024 TAPESTRY, INC. By: /s/ David E. Howard Name: David E. Howard Title: General Counsel and Secretary