Tapestry Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$TPR
Apparel
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 22, 2025
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| Item 1.01 |
Entry into a Material Definitive Agreement
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On May 22, 2025, Tapestry, Inc. (the “Company”) entered into a definitive agreement to refinance and replace the Company’s unsecured revolving facility
dated May 11, 2022 (the “Existing Credit Facility”) with a new revolving credit facility (the “New Revolving Credit Facility”), among the Company, as borrower, Bank of America, N.A., as administrative agent (the “Administrative Agent”), and a
syndicate of banks and financial institutions (collectively, the “Lenders”).
Under the New Revolving Credit Facility, the Lenders have made available to the Company a $2 billion unsecured revolving credit facility, including sub
facilities for letters of credit, with a maturity date of May 22, 2030. The New 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 New Revolving Credit Facility as described below. Certain
terms and conditions of the New Revolving Credit Facility are as follows:
Structure. The New Revolving Credit
Facility provides that the revolving commitments under the New Revolving Credit Facility may be increased by an amount not to exceed $750 million, subject to certain terms and conditions. Loans may be made under the New Revolving Credit Facility,
at the Company’s election, in Euros, Pounds Sterling, Japanese Yen or U.S. Dollars.
Letters of Credit. The New 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
pursuant 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. The aggregate amount outstanding at any time with respect to standby letters of credit may not exceed $125 million.
Swing Line Loans. The New 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 $50 million.
Interest Rates and Fees. Borrowings under
the New Revolving Credit Facility bear interest at a rate per annum equal to, at the Company’s option, (i) for borrowings in U.S. Dollars, either (a) an alternate base rate or (b) a term secured overnight financing rate, (ii) for borrowings in
Euros, the Euro Interbank Offered Rate, (iii) for borrowings in Pounds Sterling, the Sterling Overnight Index Average Reference Rate and (iv) for borrowings in Japanese Yen, the Tokyo Interbank Offer 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 (subject to reduction for certain debt incurred in connection with a pending acquisition or for debt being
discharged, satisfied or defeased), to (b) consolidated EBITDAR (the “Gross Leverage Ratio”). Additionally, the Company will pay facility fees, calculated at a rate per annum determined in accordance with the Pricing Grid, on the full amount of
the New 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 New Revolving Credit Facility may be prepaid and commitments thereunder may be terminated or reduced by the Company without premium or penalty (other than customary breakage costs).
Restrictive Covenants and Other Matters.
The New Revolving Credit Facility contains negative covenants that, subject to significant exceptions, limits 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 4.0 to 1.0 ratio of (a) consolidated debt minus unrestricted cash and cash equivalents in excess of $300 million to (b)
consolidated EBITDAR, which ratio may be increased to 4.5 to 1.0 following the consummation of a material acquisition, subject to certain limitations set forth in the New Revolving Credit Agreement.
Events of Default. The New Revolving Credit
Agreement includes events of default that are customary for facilities 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-payment default and cross-acceleration 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 by the terms of the New Revolving Credit Facility. If an event of default occurs, the commitments of the Lenders to lend under the New Revolving Credit
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 and New Revolving Credit Facility.
This summary does not purport to be complete and is qualified in its entirety by reference to the New Revolving Credit Facility, which is attached
hereto.
| Item 1.02 |
Termination of a Material Definitive Agreement
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The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 1.02.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
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The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are being furnished herewith:
10.1 Credit Agreement
dated as of May 22, 2025, among Tapestry, Inc., the foreign subsidiary borrowers from time to time party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent.*
* Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental
copies of any of the omitted annexes and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished.
SIGNATURE
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.
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Dated: May 23, 2025
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TAPESTRY, INC.
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By:
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/s/ David E. Howard
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David E. Howard
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General Counsel and Secretary
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