On May 30, 2017, Coach, Inc. (the Company) entered into a
definitive credit agreement (the Agreement) whereby Bank of
America, N.A., as administrative agent (the Administrative
Agent), the other agents party thereto, and a syndicate of banks
and financial institutions (the Lenders) have (i) committed to
lend to the Company, subject to the satisfaction or waiver of the
conditions set forth in the Agreement, an $800 million term loan
facility maturing six months after the term loans thereunder are
borrowed (the Six-Month Term Loan Facility), and a $300 million
term loan facility maturing three years after the term loans
thereunder are borrowed (collectively with the Six-Month Term
Loan Facility, the Term Loan Facilities) and (ii) made available
to the Company a $900 million revolving credit facility,
including sub-facilities for letters of credit, with a maturity
date of May 30, 2022 (the Revolving Credit Facility and
collectively with the Term Loan Facilities, the Facility). The
Revolving Credit Facility will replace the Companys previously
existing revolving credit facility under the Amendment and
Restatement Agreement, dated as of March 18, 2015, by and between
the Company, certain lenders and JPMorgan Chase Bank, N.A., as
administrative agent (the Previous Credit Facility). The Company
plans to use borrowings under the Term Loan Facilities to fund,
in part, the purchase price of the Companys previously announced
acquisition of Kate Spade Company (Kate Spade), subject to the
terms and conditions of the Agreement and Plan of Merger, dated
as of May 7, 2017, among the Company, Kate Spade and Chelsea
Merger Sub Inc. (the Merger Agreement). The Revolving Credit
Facility may be used to finance the working capital needs,
capital expenditures, permitted investments, share purchases,
dividends and other general corporate purposes of the Company and
its subsidiaries (which may include commercial paper back-up).
Letters of credit and swing line loans (the Swing Line Loans) may
be issued under the Revolving Credit Facility as described below.
Certain terms and conditions of the Facility are as follows:

Structure. Initially, only the Company will be a borrower
under the Facility, but foreign subsidiaries may become borrowers
under the Revolving Credit Facility (collectively with the
Company, the Borrowers) subject to approval by the Administrative
Agent and the Lenders. In addition, the Agreement provides that
the revolving commitments under the Revolving Credit Facility may
be increased by an amount not to exceed $300 million, subject to
certain terms and conditions. Loans may be made under the
Revolving Credit Facility, at the Borrowers election, in Euros,
Pounds Sterling, Japanese Yen or U.S. Dollars.

Letters of Credit. The Revolving Credit Facility will be
available for the issuance of letters of credit by the
Administrative Agent or one or more other Lenders. Standby
letters of credit may be issued in respect of obligations of the
Company or any of its subsidiaries incurred to contracts made or
performances undertaken, or to be undertaken, or like matters
relating to contracts to which the Company or any of its
subsidiaries is, or proposes to become, a party in the ordinary
course of business, including, but not limited to, for insurance
purposes and in connection with lease transactions. Commercial
letters of credit may be issued to finance purchases of goods by
the Company and its subsidiaries in the ordinary course of
business. The aggregate amount outstanding at any time with
respect to standby letters of credit may not exceed $125 million
and the Revolving Credit Facility shall be available in its
entirety for the issuance of commercial letters of credit.

Swing Line Loans. The Revolving Credit Facility will be
available for the issuance of Swing Line Loans by the
Administrative Agent in an aggregate amount outstanding at any
time not to exceed $20 million.

Interest Rates and Fees. to the Agreement, borrowings
under the Facility bear interest at a rate per annum equal to, at
the Borrowers option, either (a) an alternate base rate or (b) a
rate based on the rates applicable for deposits in the interbank
market for U.S. Dollars or the applicable currency in which the
loans are made (the Adjusted LIBO Rate) plus, in each case, an
applicable margin. The applicable margin will be adjusted by
reference to a grid (the Pricing Grid) based on the ratio of (a)
consolidated debt plus 600% of consolidated lease expense to (b)
consolidated EBITDAR (Leverage Ratio). Additionally, the Company
will pay commitment fees, calculated at a rate per annum
determined in accordance with the Pricing Grid, on the average
daily undrawn portion of the Term Loan Facility and the full
amount of the Revolving Credit Facility, payable quarterly in
arrears, and certain fees with respect to letters of credit that
are issued.

Optional Prepayments and Commitment Reductions. Loans
under the Agreement may be prepaid and commitments may be
terminated or reduced by the Borrowers without premium or penalty
(other than customary breakage costs).

Restrictive Covenants and Other Matters. The Agreement
contains negative covenants that, subject to significant
exceptions, limit the ability of the Company and its subsidiaries
to, among other things, incur debt, engage in new lines of
business, incur liens, engage in mergers, consolidations,
liquidations and dissolutions, dispose of substantially all of
the assets of the Company and its subsidiaries, make investments,
loans, advances, guarantees and acquisitions, make restricted
payments and enter into transactions with affiliates. The Company
and its subsidiaries must also comply on a quarterly basis with a
maximum Leverage Ratio of 4.0 to 1.0.

Events of Default. The Agreement contains events of
default that are customary for a facility of this nature,
including (subject in certain cases to grace periods and
thresholds) nonpayment of principal, nonpayment of interest, fees
or other amounts, material inaccuracy of representations and
warranties, violation of covenants, cross-default to other
material indebtedness, bankruptcy or insolvency events, certain
events arising under the Employee Income Retirement Security Act
of 1974, as amended, material judgments and a change of control
as specified in the Agreement. If an event of default occurs, the
commitments of the Lenders to lend under the Facility may be
terminated and the maturity of the amounts owed may be
accelerated.

In the ordinary course of their business, the Lenders and certain
of their affiliates have in the past or may in the future engage
in investment and commercial banking or other transactions of a
financial nature with the Company or its affiliates, including
the provision of certain advisory services and the making of
loans to the Company and its affiliates. In particular, certain
affiliates of the Lenders are agents and/or lenders under the
Existing Credit Facility.

This summary does not purport to be complete and is qualified in
its entirety by reference to the Agreement which is filed as
Exhibits 10.1. Interested parties should read these documents in
their entirety.

Item 1.02 Termination of a Material Definitive Agreement.

On May 30, 2017, the Company, in connection with entering into
the Agreement, terminated the Previous Credit Facility, as
described more fully in Item 1.01 above, which description is
incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information contained in Item 1.01 above regarding the
Agreement and the Facility is hereby incorporated by reference
into this Item 2.03.

Item 8.01 Other Events.

As previously disclosed in its Current Report on Form 8-K filed
on May 8, 2017, the Company entered into the Merger Agreement. to
and subject to the terms and conditions of the Merger Agreement,
Merger Sub has commenced an all-cash tender offer (the Offer) to
acquire any and all of Kate Spades outstanding shares of common
stock. to and subject to the terms and conditions of the Merger
Agreement, as soon as possible following the time at which the
shares validly tendered and not properly withdrawn to the Offer
are first accepted for payment, Merger Sub will merge with and
into Kate Spade, with Kate Spade surviving the merger as a wholly
owned subsidiary of the Company.

Filed with this Current Report on Form 8-K as Exhibit 99.1 are
the audited consolidated financial statements of Kate Spade for
the periods described in Item 9.01(a) below, the notes related
thereto and the related Report of Independent Registered Public
Accounting Firm. Included in this Current Report on Form 8-K as
Exhibit 99.2 are the unaudited condensed consolidated financial
statements of Kate Spade for the periods described in Item
9.01(a) below and the notes related thereto. Filed with this
Current Report on Form 8-K as Exhibit 99.3 is the pro forma
financial information described in Item 9.01(b) below.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements.

The historical audited consolidated financial statements of Kate
Spade Company at December 31, 2016 and January 2, 2016 and for
the three fiscal years ended December 31, 2016, January 2, 2016
and January 3, 2015 are filed herewith as Exhibit 99.1 and
incorporated herein by reference. The Consolidated Statements of
Cash Flows for the fiscal years ended December 31, 2016, January
2, 2016 and January 3, 2015 do not reflect the effect of new
accounting guidance adopted on January 1, 2017 on share-based
compensation because the impact of adoption was immaterial to all
periods presented. The effect of the new accounting guidance
would increase cash flows from operating activities and reduce
cash flows from financing activities by $1 million, $1 million
and $5 million for the fiscal years ended December 31, 2016,
January 2, 2016 and January 3, 2015, respectively.

The historical unaudited condensed consolidated financial
statements of Kate Spade Company at April 1, 2017, December 31,
2016 and April 2, 2016 and for the three months ended April 1,
2017 and April 2, 2016 are filed herewith as Exhibit 99.2 and
incorporated herein by reference.

(b) Pro forma financial information.

Unaudited pro forma condensed combined financial statements of
Coach, Inc., giving effect to the acquisition of Kate Spade and
related financing transactions, as of and for the nine months
ended April 1, 2017 and for the fiscal year ended July 2, 2016,
are filed herewith as Exhibit 99.3 and incorporated herein by
reference.

(d) Exhibits.

The following exhibits are filed as part of this current report:

Cautionary Statement Regarding Forward-Looking Statements

This report may contain forward-looking statements within the
meaning of the federal securities laws, including Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as expect, anticipate, intend, plan, 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 as statements about the consummation of
the proposed acquisition of Kate Spade. Such statements involve
risks, uncertainties and assumptions. If such risks or
uncertainties materialize or such assumptions prove incorrect,
the results of the Company and its consolidated subsidiaries
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, including any statements
regarding the acquisition and the other transactions contemplated
by the Merger Agreement; the expected timing of the completion of
the Offer and the acquisition; the ability of the Company, Merger
Sub and Kate Spade to complete the Offer and the acquisition
considering the various conditions to the Offer and the
acquisition, some of which are outside the parties control,
including those conditions related to regulatory approvals; any
statements of expectation or belief; and any statements of
assumptions underlying any of the foregoing. Risks, uncertainties
and assumptions include the possibility that the acquisition may
not be timely completed, if at all; that, prior to the completion
of the transaction and other risks that are described in the
Companys latest Annual Report on Form 10-K and its other filings
with the SEC. The Company assumes no obligation and does not
intend to update these forward-looking statements.