Item 8.01 Other Events
On March 7, 2023, V.F. Corporation (the “Company”) closed its
sale of €500,000,000 aggregate principal amount of 4.125% Senior
Notes due 2026 (the “2026 Notes”) and €500,000,000 aggregate
principal amount of 4.250% Senior Notes due 2029 (the “2029 Notes”
and together with the 2026 Notes, the “Notes”) pursuant to the
Underwriting Agreement, dated February 23, 2023, among the
Company, J.P. Morgan Securities plc, Morgan Stanley & Co.
International plc, Barclays Bank PLC and Goldman Sachs &
Co. LLC, as representatives of the several underwriters named
therein. The Notes have been registered under the Securities Act of
1933, as amended (the “Act”), pursuant to a registration statement
on Form S-3 (File
No. 333-254093)
previously filed with the Securities and Exchange Commission under
the Act.
The net proceeds received by the Company, after deducting the
underwriting discount and estimated offering expenses payable by
the Company, were approximately €990.5 million. The Company
intends to use the net proceeds from this offering for general
corporate purposes, including the repayment of borrowings under its
commercial paper program.
The Company intends to use an amount equivalent to the net proceeds
from the offering of the 2029 Notes to finance, in whole or in
part, one or more Eligible Projects (as defined in the prospectus
supplement for the Notes) designed to contribute to selected
Sustainable Development Goals as defined by the United Nations.
These Eligible Projects include new, existing and prior investments
made by the Company during the period from two years prior to the
date of issuance of the 2029 Notes through the maturity date of
such Notes, in the following categories:
| |
• |
|
Investments in, or expenditures on, identifying and/or developing
innovative and more sustainable materials and/or sustainable
packaging solutions.
|
| |
• |
|
Investments in, or expenditures on, the acquisition, development,
construction and/or installation of, renewable energy production
units or energy storage units.
|
| |
• |
|
Investments in projects to improve the energy efficiency and/or
reduce the greenhouse gas footprint of the Company’s operations and
supply chain.
|
| |
• |
|
Investments in sustainable building design features and in
buildings that receive a third-party verified certification of
Leadership in Energy and Environmental Design (“LEED”) Platinum,
LEED Gold, or Building Research Establishment Environmental
Assessment Method (“BREEAM”) rating of Very Good or higher.
|
| |
• |
|
Investments to achieve the zero-waste status for all the Company’s
distribution centers (with zero-waste defined as a site that
diverts 95% or more of its waste away from disposal through
recycling, composting and reuse).
|
| |
• |
|
Upgrade costs for improvement of wastewater quality across the
supply chain.
|
| |
• |
|
Investments in “natural carbon sinks,” which are designed to create
and restore natural sources of carbon capture, such as
reforestation conservation projects, and investments in
regenerative farming, grazing and ranching practices.
|
The Notes are the unsecured obligations of V.F. Corporation and
rank equally with all of its other unsecured and unsubordinated
indebtedness.
The Notes were issued pursuant to an Indenture, dated as of
October 15, 2007 (the “Base Indenture”), between the Company
and The Bank of New York Mellon Trust Company, N.A., formerly known
as The Bank of New York Trust Company, N.A., as trustee (the
“Trustee”), as supplemented by the Sixth Supplemental Indenture,
dated as of March 7, 2023, among the Company, the Trustee and
The Bank of New York Mellon, London Branch, as paying agent (the
“Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”).
The 2026 Notes will bear interest at a fixed rate of 4.125% per
annum, and the 2029 Notes will bear interest at a fixed rate of
4.250% per annum. Interest on the Notes is payable annually on each
March 7, commencing March 7, 2024. The 2026 Notes will
mature on March 7, 2026, and the 2029 Notes will mature on
March 7, 2029. The Notes are redeemable at the option of the
Issuer. The Indenture also contains certain covenants as set forth
in the Indenture and requires the Issuer to offer to repurchase the
Notes upon certain change of control events.