8-KMaterial AgreementsRegulation FDExhibits & Filings

Coupang, Inc. 8-K Report, Material Agreement (Dec 18, 2023)

Filed December 18, 2023For Securities:CPNG

Summary

Coupang, Inc. (CPNG) has announced a significant strategic move through its 8-K filing on December 18, 2023, detailing the establishment of a new limited partnership, Athena Topco LP, in collaboration with Greenoaks Capital Partners, LLC. The primary purpose of Athena Topco is to acquire all business and assets of Farfetch Holdings plc, a global luxury fashion marketplace. This acquisition is structured through a Transaction Support Agreement and a $500 million committed first lien delayed draw term loan facility (Bridge Loan Facility), which will initially fund Farfetch's operations. The transaction involves a pre-pack administration process for Farfetch, with Coupang, through Athena Topco, expected to be the buyer in the absence of a competing offer. The agreement includes a marketing process for Farfetch's assets, an exclusivity period through April 30, 2024, and potential termination fees. Coupang's investment and involvement are substantial, with an initial 80.1% equity interest in Athena Topco and a commitment to inject further capital into the acquired Farfetch business post-acquisition.

Key Highlights

  • 1Coupang, Inc. (CPNG) is partnering with Greenoaks Capital Partners to acquire Farfetch Holdings plc through a newly formed entity, Athena Topco LP.
  • 2The acquisition will be structured via a Transaction Support Agreement and a $500 million Bridge Loan Facility, which will initially fund Farfetch's ordinary course operations.
  • 3The transaction is expected to proceed as a pre-pack administration process for Farfetch, with Athena Topco as the primary buyer.
  • 4Coupang will hold an initial 80.1% equity stake in Athena Topco, indicating significant control and investment.
  • 5The agreement includes a marketing process for Farfetch's assets, an exclusivity period until April 30, 2024, and a $20 million termination fee if a competing transaction occurs.
  • 6Post-acquisition, Coupang is committed to contributing additional capital to the Farfetch business for working capital and general corporate needs.

Frequently Asked Questions

Coupang, Inc. has established Athena Topco LP in partnership with Greenoaks Capital Partners to acquire all the business and assets of Farfetch Holdings plc, a global marketplace for luxury fashion.

Coupang and Greenoaks will fund Athena Topco through equity contributions based on their ownership stakes (initially 80.1% for Coupang, 19.9% for Greenoaks). Additionally, a $500 million Bridge Loan Facility will be provided to Farfetch, which Athena Topco will fund, and Coupang is committed to contributing further capital to the acquired Farfetch business post-acquisition.

The transaction is subject to an exclusivity period that runs through April 30, 2024. The acquisition is expected to be completed through an English-law pre-pack administration process for Farfetch, provided there are no competing transactions. Regulatory approvals and other customary closing conditions must also be met.

Yes, Coupang has outlined several risks in its filing, including the possibility that the transaction may not be completed, potential impacts from the UK pre-packaged administration process, failure to meet closing conditions (including regulatory approvals), the occurrence of competing transactions, disruptions to business relationships and operations, and challenges in integrating Farfetch's operations and technology.