KORS Michael Kors Holdings Limited Ordinary Shares (delisted)

Item 1.01. Entry into a Material Definitive Agreement.

On September 24, 2018, Michael Kors Holdings Limited (the “ Company ”) entered into a Stock Purchase Agreement (the “ Purchase Agreement ”) with (1) Allegra Versace Beck, Donatella Versace and Santo Versace (collectively, the “ Versace Parties ”) and (2) Borgo Luxembourg S.à r.l., Blackstone GPV Capital Partners (Mauritius) VI-D FDI Ltd. and Blackstone GPV Tactical Partners (Mauritius)—N Ltd. (collectively, the “Blackstone Parties” and, together with the Versace Parties, the “ Major Sellers ”), as well as a related stock purchase agreement with certain current and former management members of Gianni Versace S.p.A. (“Versace”) (the “Management Sellers” and, together with the Major Sellers, the “Sellers”), providing for the acquisition by the Company of, directly or indirectly, 100% of the outstanding equity interests of Versace. The transaction includes the acquisition of 100% of the outstanding equity interests of GIVI Holding S.p.A. (“ GIVI ”), which directly holds approximately 80% of the outstanding equity interests of Versace.

The aggregate purchase price payable by the Company to the Sellers at the closing of the acquisition is based on an enterprise value of €1.83 billion (or approximately US$2.12 billion). The aggregate purchase price is subject to certain adjustments, including, subject to limited exceptions, reductions (1) for any liabilities of GIVI as of the closing and (2) for dividends, distributions or other payments made by Versace to the Sellers or their affiliates during the period beginning on July 1, 2018 through the closing. Concurrently with the closing, the Versace Parties will reinvest (the “ Subscriptions ”) an aggregate of €150 million of the cash received for their interests in GIVI in exchange for 2,395,170 ordinary shares, no par value, of the Company (“ Company Shares ”).

In connection with the Subscriptions, each of the Versace Parties has agreed to customary standstill restrictions in respect of the Company for a period beginning on the closing of the acquisition until the later of (1) the two year anniversary of the closing and (2) the earlier of such time as (A) the Versace Parties collectively own less than one percent of the outstanding Company Shares for a period of one year and (B) the applicable Versace Party has ceased to own any Company Shares for a period of six months.

The Purchase Agreement contains customary representations, warranties and covenants. Subject to specified limitations, the Sellers have agreed to indemnify the Company for breaches of representations, warranties, covenants and specified liabilities. In addition, €100 million of the purchase price that would otherwise be payable at the closing to the Versace Parties will be placed in an escrow account to secure certain indemnification obligations of the Sellers.    

The closing of the acquisition is subject to the satisfaction of specified conditions, including obtaining required regulatory approvals. The Purchase Agreement may be terminated under specified circumstances, including if the closing of the acquisition does not occur on or prior to May 31, 2019.

In connection with the closing of the acquisition, the Company intends to change its name to “Capri Holdings Limited”.

The foregoing description of the Purchase Agreement is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.

The Purchase Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, the Sellers, Versace, GIVI, any of their respective affiliates or businesses, or the actual conduct of their respective businesses during the period prior to or following the closing. The Purchase Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by a confidential disclosure schedule delivered by the Major Sellers in connection with the Purchase Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

In connection with entering into the Purchase Agreement, on September 24, 2018, the Company entered into a debt financing commitment letter (the “Debt Commitment Letter”) with JPMorgan Chase Bank, N.A. and Barclays Bank PLC (collectively, the “Lenders”). Pursuant to the Debt Commitment Letter, the Lenders have committed to arrange and provide the Company with: (1) a senior unsecured term loan facility in an aggregate principal amount of $1.6 billion (the “Term Loan Facility”) and (2) to the extent that certain amendments are not obtained under the Company’s existing credit facilities prior to the closing of the acquisition, a $1.0 billion backstop senior unsecured revolving credit facility (the “Backstop Revolving Credit Facility” and, together with the Term Loan Facility, the “Facilities”). The proceeds of the Term Loan Facility will be used at closing (1) to finance the acquisition, (2) to fund the refinancing of Versace’s existing debt and credit facilities and (3) to pay the fees, costs and expenses incurred in connection with the acquisition, the refinancing and the Facilities. If the Backstop Revolving Credit Facility is required, the proceeds of loans thereunder will be used at closing of the acquisition for the foregoing purposes and to refinance the Company’s existing credit facilities, and thereafter for the Company’s general corporate purposes. The availability of the borrowings under the Facilities is subject to the satisfaction of certain customary limited conditions, including the consummation of the acquisition.

reasonable assumptions, expected results may not be achieved, and actual results may differ materially from its expectations. The Company’s forward-looking statements should not be relied upon except as statements of the Company’s present intentions and of the Company’s present expectations, which may or may not occur. Cautionary statements should be read as being applicable to all forward-looking statements wherever they appear. Except as required by law, the Company undertakes no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence unanticipated events. Readers are also urged to carefully review and consider the various disclosures the Company has made in this Current Report, as well as the Company’s other filings with the Securities and Exchange Commission (the “ SEC ”). In particular, see the Company’s Annual Report on Form 10-K, filed with the SEC on May 30, 2018, and Quarterly Report on Form 10-Q, filed with the SEC on August 8, 2018, copies of which are available upon request from the Company. The Company does not assume any obligation to update the forward-looking information contained in this Current Report.

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