COACH, INC. (NYSE:COH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 6, 2017, Coach, Inc., a Maryland corporation (the
Company), entered into an underwriting agreement (the
Underwriting Agreement) with Merrill Lynch, Pierce, Fenner Smith
Incorporated and J.P. Morgan Securities LLC, as representatives
of the several underwriters named therein (collectively, the
Underwriters), providing for its underwritten public offering of
$400,000,000 aggregate principal amount of 3.000% senior
unsecured notes due 2022 (the 2022 Notes) and $600,000,000
aggregate principal amount of 4.125% senior unsecured notes due
2027 (the 2027 Notes, and together with the 2022 Notes, the
Notes). The offer and sale of the Notes is registered under the
Securities Act of 1933, as amended, to an automatic shelf
registration statement on Form S-3 (File No. 333-200642) filed
with the Securities and Exchange Commission (the SEC) on December
1, 2014. As previously announced on May 8, 2017, the Company
entered into an agreement to acquire Kate Spade Company (Kate
Spade). The Company intends to use the proceeds from this
offering, together with cash on hand and cash on hand at Kate
Spade and term loans, to fund the purchase price for the
acquisition and pay related fees and expenses.
Company), entered into an underwriting agreement (the
Underwriting Agreement) with Merrill Lynch, Pierce, Fenner Smith
Incorporated and J.P. Morgan Securities LLC, as representatives
of the several underwriters named therein (collectively, the
Underwriters), providing for its underwritten public offering of
$400,000,000 aggregate principal amount of 3.000% senior
unsecured notes due 2022 (the 2022 Notes) and $600,000,000
aggregate principal amount of 4.125% senior unsecured notes due
2027 (the 2027 Notes, and together with the 2022 Notes, the
Notes). The offer and sale of the Notes is registered under the
Securities Act of 1933, as amended, to an automatic shelf
registration statement on Form S-3 (File No. 333-200642) filed
with the Securities and Exchange Commission (the SEC) on December
1, 2014. As previously announced on May 8, 2017, the Company
entered into an agreement to acquire Kate Spade Company (Kate
Spade). The Company intends to use the proceeds from this
offering, together with cash on hand and cash on hand at Kate
Spade and term loans, to fund the purchase price for the
acquisition and pay related fees and expenses.
The Underwriting Agreement contains customary representations,
warranties and agreements of the Company and customary conditions
to closing, indemnification rights and obligations of the
parties. The Company expects the sale of the Notes to close on or
about June 20, 2017 (the Closing Date).
warranties and agreements of the Company and customary conditions
to closing, indemnification rights and obligations of the
parties. The Company expects the sale of the Notes to close on or
about June 20, 2017 (the Closing Date).
Some of the underwriters and their affiliates have engaged in,
and may in the future engage in, various financial advisory,
investment banking and other commercial dealings in the ordinary
course of business with us or our affiliates. They have received,
or may in the future receive, customary fees and commissions for
these transactions.
and may in the future engage in, various financial advisory,
investment banking and other commercial dealings in the ordinary
course of business with us or our affiliates. They have received,
or may in the future receive, customary fees and commissions for
these transactions.
The Notes will be issued under an Indenture (the Base Indenture),
as supplemented by a supplemental indenture with respect to the
2022 Notes and a supplemental indenture with respect to the 2027
Notes, each to be dated as of the Closing Date (collectively, the
Supplemental Indentures and, together with the Base Indenture,
the Indenture), between the Company and U.S. Bank National
Association, as trustee. The Indenture will contain covenants
limiting the Companys ability to: (1) create certain liens, (2)
enter into certain sale and leaseback transactions and (3) merge,
or consolidate or transfer, sell or lease all or substantially
all of the Companys assets. These covenants will be subject to
important limitations and exceptions that will be described in
the Indenture.
as supplemented by a supplemental indenture with respect to the
2022 Notes and a supplemental indenture with respect to the 2027
Notes, each to be dated as of the Closing Date (collectively, the
Supplemental Indentures and, together with the Base Indenture,
the Indenture), between the Company and U.S. Bank National
Association, as trustee. The Indenture will contain covenants
limiting the Companys ability to: (1) create certain liens, (2)
enter into certain sale and leaseback transactions and (3) merge,
or consolidate or transfer, sell or lease all or substantially
all of the Companys assets. These covenants will be subject to
important limitations and exceptions that will be described in
the Indenture.
The 2022 Notes will bear interest at a rate of 3.000% per year
and the 2027 Notes will bear interest at a rate of 4.125% per
year, subject to adjustments from time to time if either Moodys
or SP (or a substitute rating agency) downgrades (or downgrades
and subsequently upgrades) the credit rating assigned to the 2022
Notes or the 2027 Notes, as applicable, as set forth in more
detail in the prospectus supplement filed by the Company with the
SEC on June 6, 2017. Interest on the 2022 Notes and the 2027
Notes is payable semi-annually on January 15 and July 15 of each
year, beginning on January 15, 2018. The Notes will be unsecured,
senior obligations and rank equal in right of payment to any of
the Companys existing and future senior unsecured indebtedness,
senior in right of payment to any of the Companys future
subordinated indebtedness, effectively subordinated in right of
payment to any of the Companys subsidiaries obligations
(including secured and unsecured obligations) and effectively
subordinated in right of payment to any of the Companys secured
obligations, to the extent of the assets securing such
obligations.
and the 2027 Notes will bear interest at a rate of 4.125% per
year, subject to adjustments from time to time if either Moodys
or SP (or a substitute rating agency) downgrades (or downgrades
and subsequently upgrades) the credit rating assigned to the 2022
Notes or the 2027 Notes, as applicable, as set forth in more
detail in the prospectus supplement filed by the Company with the
SEC on June 6, 2017. Interest on the 2022 Notes and the 2027
Notes is payable semi-annually on January 15 and July 15 of each
year, beginning on January 15, 2018. The Notes will be unsecured,
senior obligations and rank equal in right of payment to any of
the Companys existing and future senior unsecured indebtedness,
senior in right of payment to any of the Companys future
subordinated indebtedness, effectively subordinated in right of
payment to any of the Companys subsidiaries obligations
(including secured and unsecured obligations) and effectively
subordinated in right of payment to any of the Companys secured
obligations, to the extent of the assets securing such
obligations.
The description of the Underwriting Agreement and the Indenture
in this Form 8-K is a summary of, and is qualified in its
entirety by, the terms of the Underwriting Agreement and the
Indenture. A copy of the Underwriting Agreement is filed as
Exhibit 1.1 to this Form 8-K and is incorporated herein by
reference. Copies of the Supplemental Indentures will be
subsequently filed in a Current Report on Form 8-K on or promptly
following the Closing Date.
in this Form 8-K is a summary of, and is qualified in its
entirety by, the terms of the Underwriting Agreement and the
Indenture. A copy of the Underwriting Agreement is filed as
Exhibit 1.1 to this Form 8-K and is incorporated herein by
reference. Copies of the Supplemental Indentures will be
subsequently filed in a Current Report on Form 8-K on or promptly
following the Closing Date.
Item 8.01 Other Events.
On June 6, 2017, the Company issued a press release announcing
the pricing of its public offering of $400,000,000 aggregate
principal amount of 3.000% senior unsecured notes due 2022 and
$600,000,000 aggregate principal amount of 4.125% senior
unsecured notes due 2027. A copy of the press release is attached
hereto as Exhibit 99.1.
the pricing of its public offering of $400,000,000 aggregate
principal amount of 3.000% senior unsecured notes due 2022 and
$600,000,000 aggregate principal amount of 4.125% senior
unsecured notes due 2027. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
|
(d)
|
Exhibits
|
|
|
1.1
|
Underwriting Agreement, dated as of June 6, 2017, among the
Company and Merrill Lynch, Pierce, Fenner Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. |
|
|
99.1
|
Press Release issued by Coach, Inc. on June 6, 2017,
announcing the pricing of its underwritten public offering of $400,000,000 aggregate principal amount of 3.000% senior unsecured notes due 2022 and $600,000,000 aggregate principal amount of 4.125% senior unsecured notes due 2027. |
About COACH, INC. (NYSE:COH)
Coach, Inc. (Coach) is a design house of luxury accessories and lifestyle collections. The Company’s product offering uses a range of leathers, fabrics and materials. Its segments include North America, International and Stuart Weitzman. The North America segment includes sales of Coach brand products to North American customers through Coach-operated stores (including the Internet) and sales to North American wholesale customers. The International segment operates department store concession shop-in-shop locations and retail and outlet stores, as well as e-commerce Websites. The Stuart Weitzman segment includes sales across the world generated by the Stuart Weitzman brand, primarily through department stores in North America and international locations, and within Stuart Weitzman operated stores (including the Internet) in the United States, Canada and Europe. Its product offerings include women’s and men’s bags, ready-to-wear, including outerwear, watches, fragrance and jewelry.
