TAPESTRY, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Published: 2021-12-01 16:26:04 ET TPR

Item 1.01 Entry into a Material Definitive Agreement.

On November 16, 2021, Tapestry, Inc. (the "Company") entered into a previously announced underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein (collectively, the "Underwriters"), providing for its underwritten public offering of $500,000,000 aggregate principal amount of 3.050% senior unsecured notes due 2032 (the "Notes"). On December 1, 2021, the Notes were issued under an Indenture, dated as of December 1, 2021 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of December 1, 2021, with respect to the Notes (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), each between the Company and U.S. Bank National Association, as trustee.

The Notes will bear interest at a rate of 3.050% per year. Interest on the Notes is payable semi-annually on March 15 and September 15 of each year, beginning on March 15, 2022. The Notes will be unsecured, senior obligations and rank equally in right of payment with all of the Company's existing and future senior unsecured indebtedness, senior in right of payment to any of the Company's future subordinated indebtedness, effectively subordinated in right of payment to any of the Company's subsidiaries' obligations (including secured and unsecured obligations) and effectively subordinated in right of payment to any of the Company's secured obligations, to the extent of the assets securing such obligations.

The Indenture contains covenants limiting the Company's ability to: (1) create certain liens, (2) enter into certain sale and leaseback transactions and (3) merge, or consolidate or transfer, sell or lease all or substantially all of the Company's assets. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

The Notes were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-253071), which became immediately effective upon its filing with the SEC on February 12, 2021. A preliminary Prospectus Supplement dated November 16, 2021 relating to the Notes was filed with the SEC on November 16, 2021, and a final Prospectus Supplement dated November 16, 2021 was filed with the SEC on November 18, 2021.

Some of the underwriters and their affiliates have engaged in, and may in the future engage in, various financial advisory, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

The description of the Indenture in this Current Report on Form 8-K is a summary of, and is qualified in its entirety by, the terms of the Indenture. Copies of the Base Indenture and the First Supplemental Indenture are filed as Exhibits 4.1 and 4.2, respectively, to this report, and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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