Tapestry, Inc. (NYSE: TPR) (the “Company”), a leading New
York-based house of modern luxury accessories and lifestyle brands,
today announced the reference yield and total consideration for its
previously announced cash tender offer (the “Tender Offer”) for up
to $500,000,000 aggregate principal amount (the “Maximum Amount”)
of the outstanding senior notes listed in the table below
(collectively, the “Notes”).
Title of Security
CUSIP Number
Aggregate Principal Amount
Outstanding
Acceptance Priority
Level
Reference U.S. Treasury
Security
Bloomberg Reference
Page
Fixed Spread (Basis
Points)
Early Tender
Premium(1)
Reference Yield(2)
Total
Consideration(1)(3)
4.250% Notes due 2025*
189754AA2
$ 600,000,000
1
1.125% UST due October 31,
2026
FIT 1
+ 15
$ 30.00
1.105%
$ 1,090.31
4.125% Notes due 2027*
189754AC8
$ 600,000,000
2
1.125% UST due October 31,
2026
FIT 1
+ 85
$ 30.00
1.105%
$ 1,110.16
_________________
(1)
Per $1,000 principal amount.
(2)
Each Reference Yield was determined at
10:00 a.m. New York City time on November 30, 2021.
(3)
Includes the “Early Tender Premium” set
forth in this table. In addition, holders will receive accrued and
unpaid interest to, but excluding, the Settlement Date (as defined
below).
*
The Total Consideration and the Tender
Consideration were determined taking into account the par call
date, instead of the maturity date, of such Notes in accordance
with standard market practice.
The reference yields for the Tender Offer were determined at
10:00 a.m., New York City time, on November 30, 2021. The
applicable consideration to be paid per $1,000 principal amount of
each series of Notes validly tendered and accepted for purchase
pursuant to the Tender Offer is based on the applicable “Reference
Yield” plus the applicable “Fixed Spread” and is inclusive of the
“Early Tender Premium” for such series of Notes, in each case, as
set forth in the table above (the “Total Consideration”). In
accordance with the acceptance priority levels, the Company expects
to accept for purchase in the Tender Offer $296,608,000 of the
4.250% Notes due 2025 and $203,390,000 of the 4.125% Notes due
2027. Holders whose Notes are accepted for purchase pursuant to the
Tender Offer will also receive accrued and unpaid interest on their
purchased Notes from, and including, the last interest payment date
for such Notes to, but excluding, the settlement date for the
Tender Offer, which is expected to be December 1, 2021 (the
“Settlement Date”).
The Tender Offer will expire at 11:59 p.m., New York City time,
on December 13, 2021, unless extended (such date and time, as the
same may be extended, the “Expiration Time”). However, as the
aggregate principal amount of Notes validly tendered at the Early
Tender Deadline exceeded the Maximum Amount, it is expected that
further tenders of Notes prior to the Expiration Time will not be
accepted for purchase.
The obligation of the Company to accept for purchase, and to pay
for, any Notes validly tendered (and not validly withdrawn) and
accepted for purchase pursuant to the Tender Offer is conditioned
upon the satisfaction or waiver of the conditions described in the
Offer to Purchase, under the heading “Terms of the Tender
Offer—Conditions of the Tender Offer,” including, among other
things, the Company having issued not less than $500,000,000 in
aggregate principal amount of new indebtedness through one or more
new debt financing transactions on terms reasonably satisfactory to
the Company (the “Financing Condition”). The Company expects that
the Financing Condition will be satisfied on December 1, 2021. On
such date, the Company expects to issue $500,000,000 in aggregate
principal amount of its 3.050% Notes due 2032. Amounts payable in
excess of the net proceeds of such issuance in connection with the
Tender Offer are expected to be paid with the Company’s cash on
hand or other amounts available to the Company.
The Tender Offer is being made pursuant to, and subject to the
terms and conditions in, an Offer to Purchase, dated November 15,
2021 (as amended or supplemented from time to time the “Offer to
Purchase”), which sets forth a description of the terms of the
Tender Offer.
This press release is neither an offer to purchase securities
nor a solicitation of participation in the Tender Offer. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such offer, solicitation or sale would be unlawful. The
Tender Offer is being made solely pursuant to the terms and
conditions set forth in the Offer to Purchase.
BofA Securities, Inc., HSBC Securities (USA) Inc. and J.P.
Morgan Securities LLC are serving as Dealer Managers for the Tender
Offer. Questions regarding the Tender Offer may be directed to BofA
Securities, Inc., collect at (980) 387-3907 or
debt_advisory@bofa.com, HSBC Securities (USA) Inc., toll free at
(888) 472-2456 and J.P. Morgan Securities LLC toll free at (866)
834-4666 or collect at (212) 834-4087. Requests for the Offer to
Purchase or the documents incorporated by reference therein may be
directed to D.F. King & Co., Inc., which is acting as Tender
Agent and Information Agent for the Tender Offer, at the following
telephone numbers: banks and brokers, (212) 269-5550; all others
toll free at (800) 714-3306 or at the following email:
tpr@dfking.com.
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 information to be made available in this press release may
contain forward-looking statements based on management’s current
expectations. Forward-looking statements include, but are not
limited to, statements that can be identified by the use of
forward-looking terminology such as “may,” “will,” “can,” “should,”
“expect,” “potential,” “intend,” “estimate,” “continue,” “commit,”
“pledge,” “project,” “guidance,” “forecast,” “outlook,”
“anticipate,” “goal,” “leveraging,” “sharpening,” transforming,”
“creating,” accelerating,” “enhancing,” leaning into,”
“innovation,” “drive,” “targeting,” “assume,” “plan,” “progress,”
“optimistic,” “confident,” “conviction,” “future,” “journey,” “step
forward,” “dedication,” “uncertain backdrop,” “emerge,” “on track,”
“positioned to,” “look forward to,” “looking ahead,” or comparable
terms. Future results may differ materially from management’s
current expectations, based upon a number of important factors,
including risks and uncertainties such as the satisfaction or
waiver of conditions to consummation of the Tender Offer set forth
in the Offer to Purchase (including the Company having issued not
less than $500,000,000 in aggregate principal amount of new
indebtedness through one or more new debt financing transactions on
terms reasonably satisfactory to the Company), the outcome of the
Tender offer, the impact of the Covid-19 pandemic on our business
and financial results, including impacts on our supply chain due to
temporary closures of our manufacturing partners and shipping and
fulfillment constraints, the ability to control costs and
successfully execute our growth strategies, expected economic
trends, the ability to anticipate consumer preferences, risks
associated with operating in international markets and our global
sourcing activities, our ability to achieve intended benefits, cost
savings and synergies from acquisitions, the risk of cybersecurity
threats and privacy or data security breaches, the impact of
pending and potential future legal proceedings, and the impact of
legislation, etc. Please refer to the Company’s latest Annual
Report on Form 10-K, Quarterly Report on Form 10-Q and its other
filings with the Securities and Exchange Commission for a complete
list of risks and important factors. The Company assumes no
obligation to revise or update any such forward-looking statements
for any reason, except as required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211130005992/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 Director of Investor Relations 212/946-8183
kmueller@tapestry.com
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