TIFFANY & CO. (NYSE:TIF) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On May 31, 2018, Registrant entered into accelerated share repurchase (“ASR”) agreements with each of MUFG Securities EMEA plc (“MUFG”) and UBS AG, London Branch ( “UBS”) to repurchase an aggregate of $250 million of Registrant’s Common Stock . The ASR agreements are part of Registrant’s previously announced share repurchase program authorizing Registrant to repurchase up to $1.0 billion of its Common Stock through open market transactions, including Rule 10b5-1 plans and one or more accelerated repurchase or other structured repurchase transactions, and/or privately negotiated transactions.
Under the terms of the ASR agreements, Registrant will make an aggregate payment of $250 million on June 1, 2018 from available cash on hand and will receive on the same day an initial delivery of approximately 1,530,000 shares of Registrant’s Common Stock. The total number of shares ultimately repurchased under the ASR agreements will be based on the volume-weighted average stock price of Registrant’s Common Stock during the term of the agreements, less a discount and subject to adjustments to the terms and conditions of the ASR agreements. At settlement, under certain circumstances, each of MUFG and UBS may be required to deliver additional shares of Common Stock to Registrant or, under certain limited circumstances, Registrant may be required to deliver shares of Common Stock or to make a cash payment, at its election, to MUFG or UBS, as applicable. Each of the ASR agreements is scheduled to terminate no later than the end of July 2018 but may be terminated early in certain circumstances, in whole or in part, including by election of MUFG or UBS, as applicable.
Each of the ASR agreements contains customary terms for these types of transactions, including, but not limited to, the mechanisms to determine the number of shares or the amount of cash that will be delivered at settlement, the required timing of delivery of the shares, the specific circumstances under which adjustments may be made to the transactions, the specific circumstances under which the transactions may be terminated prior to their scheduled maturity and various acknowledgments, representations and warranties made by Registrant and MUFG or UBS, as applicable, to one another.
From time to time, MUFG, UBS and/or their affiliates have directly and indirectly engaged, and may engage in the future, in investment and/or commercial banking transactions with Registrant for which they have received, or may receive, customary compensation, fees and expense reimbursement.
The foregoing description of the ASR agreements does not purport to be complete and is qualified in its entirety by reference to the ASR agreements, copies of which are attached as Exhibits 10.38 and 10.39, and which are 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 set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
10.38 Master Confirmation—Accelerated Share Repurchase dated May 31, 2018 between Tiffany & Co. and MUFG Securities EMEA plc.
10.39 Master Confirmation—Accelerated Share Repurchase dated May 31, 2018 between Tiffany & Co. and UBS AG, London Branch.
TIFFANY & CO ExhibitEX-10.38 2 mufg.htm Exhibit 10.38 To: Tiffany & Co. 200 Fifth Avenue New York,…To view the full exhibit click here
About TIFFANY & CO. (NYSE:TIF)
Tiffany & Co. is a holding company that operates through its subsidiary companies. The Company’s principal subsidiary, Tiffany and Company (Tiffany), is a jeweler and specialty retailer. Through its subsidiaries, the Company designs and manufactures products and operates TIFFANY & CO. retail stores. The Company’s segments include Americas, Asia-Pacific, Japan, Europe and Other. The Americas segment includes sale in Company-operated TIFFANY & CO. stores in the United States, Canada and Latin America. The Asia-Pacific segment includes over 80 Company-operated TIFFANY & CO. stores in China, Korea, Hong Kong, Taiwan, Australia, Singapore, Macau, Malaysia and Thailand. The Japan segment includes approximately 60 Company-operated TIFFANY & CO. stores. The retail sales in Europe are transacted in over 40 Company-operated TIFFANY & CO. stores. The Other segment includes retail sales and wholesale distribution; wholesale sales of diamonds, and licensing agreements.
