COACH, INC. (NYSE:COH) Files An 8-K Entry into a Material Definitive Agreement

11

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 a previously announced 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). On June 20, 2017, the Notes were issued
under an Indenture, dated as of March 2, 2015 (the Base
Indenture), as supplemented by the Second Supplemental Indenture,
dated as of June 20, 2017, with respect to the 2022 Notes (the
Second Supplemental Indenture) and the Third Supplemental
Indenture, dated as of June 20, 2017, with respect to the 2027
Notes (the Third Supplemental Indenture and, together with the
Base Indenture and the Second Supplemental Indenture, the
Indenture), each between the Company and U.S. Bank National
Association, as trustee.

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 therefor) 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 Securities and Exchange Commission (the SEC) on June 7,
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 equally in right of payment with all 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 Indenture contains 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 are subject to important limitations and
exceptions that are described in the Indenture.

The Notes were offered to a shelf registration statement on Form
S-3 (File No. 333-200642), which became immediately effective
upon its filing with the SEC on December 1, 2014. A preliminary
Prospectus Supplement dated June 6, 2017 relating to the Notes
was filed with the SEC on June 6, 2017, and a final Prospectus
Supplement dated June 6, 2017 was filed with the SEC on June 7,
2017.

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.

The description of the Indenture in this Current Report on Form
8-K is a summary of, and is qualified in its entirety by, the
terms of the Indenture. A copy of the Base Indenture was filed as
Exhibit 4.1 to the Companys Current Report on Form 8-K, filed on
March 2, 2015, and is incorporated herein by reference. A copy of
the Second Supplemental Indenture is filed as Exhibit 4.1 to this
report and incorporated herein by reference. A copy of the Third
Supplemental Indenture is filed as Exhibit 4.2 to this report and
incorporated herein by reference.


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 of this Current Report on
Form 8-K is incorporated herein by reference.

Item 8.01

Other Events.

On June 20, 2017, the Company issued a press release announcing
the closing 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, a copy of which is filed as Exhibit
99.1 to this report.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

4.1

Second Supplemental Indenture, dated as of June 20, 2017,
relating to the 3.000% senior unsecured notes due 2022,
between the Company and U.S. Bank National Association, as
trustee

4.2

Third Supplemental Indenture, dated as of June 20, 2017,
relating to the 4.125% senior unsecured notes due 2027,
between the Company and U.S. Bank National Association, as
trustee

4.3

Form of 3.000% senior unsecured notes due 2022 (included in
the Second Supplemental Indenture filed as Exhibit 4.1 of
this Current Report on Form 8-K)

4.4

Form of 4.125% senior unsecured notes due 2027 (included in
the Third Supplemental Indenture filed as Exhibit 4.2 of
this Current Report on Form 8-K)

5.1

Opinion of Venable LLP

5.2

Opinion of Fried, Frank, Harris, Shriver Jacobson LLP

99.1

Press Release issued by the Company on June 20, 2017,
announcing the closing 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



COACH INC Exhibit
EX-4.1 2 s001755x2_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1   EXECUTION VERSION   SECOND SUPPLEMENTAL INDENTURE Dated as of June 20,…
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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.

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