| Item 1.01 |
Entry
into a Material Definitive Agreement |
On December 5, 2022, Gianni Versace S.r.l., a wholly owned
subsidiary of Capri Holdings Limited (the “Company”), entered into a credit facility (the “2022 Versace Credit
Facility”) with Intesa Sanpaolo S.p.A. , Banco Nazionale del Lavoro S.p.A., and UniCredit S.p.A., as arrangers and lenders,
and Intesa Sanpaolo S.p.A., as agent, which provides a senior unsecured term loan in an aggregate principal amount of EUR 450
million. The term loan is not subject to required amortization and matures on December 5, 2025. The Company provides an unsecured
guaranty of the 2022 Versace Credit Facility (the “Parent Guarantee”).
The term loan under the 2022 Versace Credit Facility bears interest at
a rate per annum equal to the greater of EURIBOR for the applicable interest period and zero, plus a margin of 1.35%.
The term loan under the 2022 Versace Credit Facility may be prepaid without
premium or penalty other than customary “breakage” costs.
The 2022 Versace Credit Facility requires the Company to maintain a net
leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1. Such net leverage ratio is calculated as the ratio of
the sum of total indebtedness as of the date of the measurement plus the capitalized amount of all operating lease obligations, minus
unrestricted cash and cash equivalents not to exceed $200 million, to Consolidated EBITDAR (as defined below) for the last four consecutive
fiscal quarters. Consolidated EBITDAR is defined as consolidated net income plus provision for taxes based on income, profits or capital,
net interest expense, depreciation and amortization expense, consolidated rent expense and other non-cash losses, charge and expenses,
subject to certain additions and deductions. The 2022 Versace Credit Facility also includes covenants that limit additional financial
indebtedness, liens, acquisitions, loans and guarantees, restricted payments and mergers of GIVI Holding S.r.l., Gianni Versace S.r.l.
and their respective subsidiaries.
The 2022 Versace Credit Facility contains events of default customary for
financings of this type, including, but not limited to, payment defaults, material inaccuracy of representations and warranties, covenant
defaults, cross-defaults to material financial indebtedness, certain events of bankruptcy or insolvency, illegality or repudiation of
any loan document under the 2022 Versace Credit Facility or any failure thereof to be in full force and effect, and changes of control.
If such an event of default occurs and is continuing, the lenders under the 2022 Versace Credit Facility would be entitled to take various
actions, including, but not limited to, accelerating amounts outstanding under the 2022 Versace Credit Facility.
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.
This summary does not purport to be complete and is qualified in its
entirety by reference to the 2022 Versace Credit Facility and the Parent Guarantee, which are attached hereto as Exhibit 10.1 and
Exhibit 10.2, respectively, and each of which is incorporated herein by reference.