Tapestry, Inc. (NYSE: TPR) (the “Company”), a house of iconic
accessories and lifestyle brands consisting of Coach, Kate Spade,
and Stuart Weitzman, announced today that it has commenced an
underwritten public offering of Euro-denominated senior unsecured
notes (the “Notes”).
The Company intends to use the net proceeds from this offering,
together with borrowings under new term loans, the proceeds of
additional debt financing, cash on hand, cash on hand at Capri
Holdings Limited (“Capri”) and anticipated future cash flow, to pay
a portion of the consideration for the previously announced
acquisition (the “Capri Acquisition”) of Capri and to pay related
fees and expenses. Pending the consummation of the Capri
Acquisition, the net proceeds from this offering may be invested
temporarily in cash equivalents or short-term investments. There
will be no escrow account or security interest for the benefit of
the holders of the Notes.
BofA Securities, Morgan Stanley and J.P. Morgan are acting as
joint lead book-running managers for the proposed offering.
Substantially concurrently with this offering, the Company
launched an offer, by means of a separate prospectus supplement, of
U.S. dollar-denominated notes (the “USD Notes”) at various
maturities (the “USD Notes Offering”). Neither the completion of
this offering nor the USD Notes Offering is contingent on the
completion of the other, therefore, it is possible that this
offering is completed and the USD Notes Offering is not
completed.
Important Information
The securities described above are being offered pursuant to an
automatic shelf registration statement on Form S-3 (File No.
333-253071) filed by the Company on February 12, 2021, and only by
means of a prospectus supplement and accompanying prospectus. A
preliminary prospectus supplement related to the offering and
accompanying prospectus have been or will be filed with the
Securities and Exchange Commission (the “SEC”) and are or will be
available on the SEC’s website located at http://www.sec.gov.
When available, copies of the preliminary prospectus supplement
and the accompanying prospectus relating to these securities may be
obtained from any of (i) Merrill Lynch International, 2 King Edward
Street, London EC1A 1HQ, United Kingdom, Attention: Syndicate Desk
or by email at dcm_london@bofa.com or by telephone at +44 (0)20
7995 3966; (ii) Morgan Stanley & Co. International plc, care of
Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New
York, New York 10014, Attention: Prospectus Department or by email
at prospectus@morganstanley.com or by telephone at 1-866-718-1649;
or (iii) J.P. Morgan Securities plc, 25 Bank Street, Canary Wharf,
London E14 5JP, United Kingdom, Attention: Head of Debt Syndicate
and Head of EMEA Capital Markets or by email at
Head_of_EMEA_DCMG@jpmorgan.com or telephone collect at
+44-207-134-2468. The final terms of the offering will be disclosed
in a final prospectus supplement to be filed with the SEC.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Tapestry, Inc.
Our global house of brands unites the magic of Coach, kate spade
new york and Stuart Weitzman. Each of our brands are unique and
independent, while sharing a commitment to innovation and
authenticity defined by distinctive products and differentiated
customer experiences across channels and geographies. We use our
collective strengths to move our customers and empower our
communities, to make the fashion industry more sustainable, and to
build a company that’s equitable, inclusive, and diverse.
Individually, our brands are iconic. Together, we can stretch
what’s possible. The Company’s common stock is traded on the New
York Stock Exchange under the symbol TPR.
This press release may contain certain “forward-looking
statements” within the meaning of the federal securities laws,
including Section 27A of the Securities Act and Section 21E of the
Exchange Act, and are based on management’s current expectations,
that involve risks and uncertainties that could cause our actual
results to differ materially from our current expectations. In this
context, forward-looking statements often address expected future
business and financial performance and financial condition, and
often contain words such as “may,” “can,” “continue,” “project,”
“should,” “expect,” “confidence,” “goals,” “trends,” “anticipate,”
“intend,” “estimate,” “on track,” “future,” “well positioned to,”
“plan,” “potential,” “position,” “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 statements
involve risks, uncertainties and assumptions. If such risks or
uncertainties materialize or such assumptions prove incorrect, our
results 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. We assume no obligation to
revise or update any such forward-looking statements for any
reason, except as required by law. Our actual results could differ
materially from the results contemplated by these forward-looking
statements and are subject to a number of risks, uncertainties,
estimates and assumptions that may cause actual results to differ
materially from current expectations due to a number of factors,
including, but not limited to: the impact of economic conditions,
recession and inflationary measures; the impact of the coronavirus
pandemic; our exposure to international risks, including currency
fluctuations and changes in economic or political conditions in the
markets where we sell or source our products; our ability to retain
the value of our brands and to respond to changing fashion and
retail trends in a timely manner, including our ability to execute
on our e-commerce and digital strategies; our ability to
successfully implement the initiatives under our 2025 growth
strategy; the effect of existing and new competition in the
marketplace; our ability to control costs; the effect of seasonal
and quarterly fluctuations on our sales or operating results; the
risk of cyber security threats and privacy or data security
breaches; our ability to protect against infringement of our
trademarks and other proprietary rights; the impact of tax and
other legislation; the risks associated with potential changes to
international trade agreements and the imposition of additional
duties on importing our products; our ability to achieve intended
benefits, cost savings and synergies from acquisitions, including
our proposed acquisition of Capri Holdings Limited; the impact of
pending and potential future legal proceedings; and the risks
associated with climate change and other corporate responsibility
issues.
These factors are not necessarily all of the factors that could
cause actual results to differ materially from those expressed in
any of our forward-looking statements. A detailed discussion of
significant risk factors that have the potential to cause our
actual results to differ materially from our expectations is
described in “Risk Factors” on in Part I, Item 1A of the 2023 Form
10-K, which we have filed with the SEC and is incorporated by
reference herein, and in future filings with the SEC. We undertake
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise, except as required by law.
United Kingdom
The communication of the preliminary prospectus supplement and
the accompanying prospectus and any other documents or materials
relating to the Notes is not being made, and such documents and/or
materials have not been approved, by an authorized person for the
purposes of Section 21 of the United Kingdom's Financial Services
and Markets Act 2000, as amended (the “FSMA”). Accordingly, such
documents and/or materials are not being distributed to, and must
not be passed on to, the general public in the United Kingdom. Such
documents and/or materials are only being distributed to, and are
only directed at, persons outside the United Kingdom or in the
United Kingdom to persons that (i) have professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the “Order”), (ii) who fall within Article
49(2)(a) to (d) of the Order or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred
to as “relevant persons”). The Notes are only available to, and any
invitation, offer or agreement to purchase or otherwise acquire
such Notes will be engaged in only with, relevant persons.
Prohibition of Sales to United Kingdom Retail
Investors
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom. For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law in the
United Kingdom by virtue of the European Union (Withdrawal) Act
2018 (the “EUWA”); or (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the
FSMA to implement Directive (EU) 2016/97 (as amended,, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law in the United Kingdom by virtue of the
EUWA (“UK MiFIR”). Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law in the United KIngdom by virtue of the EUWA (the “UK
PRIIPs Regulation”) for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been
prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the United Kingdom
may be unlawful under the UK PRIIPs Regulation.
Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the
“EEA”). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II); or
(ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the “Insurance Distribution Directive”) where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the “PRIIPs Regulation”) for offering or selling the Notes
or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
UK MiFIR Product Governance Rules professionals/ECPs-only
– Manufacturer target market (UK MiFIR Product Governance Rules) is
eligible counterparties and professional clients only (all
distribution channels).
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version on businesswire.com: https://www.businesswire.com/news/home/20231115730648/en/
Tapestry, Inc. Media: Andrea Shaw Resnick Chief Communications
Officer 212/629-2618 aresnick@tapestry.com Analysts and Investors:
Christina Colone Global Head of Investor Relations 212/946-7252
ccolone@tapestry.com Kelsey Mueller 212/946-8183 Director of
Investor Relations kmueller@tapestry.com
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