01—Abstract
Summary
Summary of the 8-K filed December 5, 2024. Cited figures are marked; the original filing is the authoritative source.
Tapestry, Inc. (NYSE: TPR) announced on December 4, 2024 that it entered into an underwriting agreement with BofA Securities, Inc., Morgan Stanley & Co. LLC and J.P.
Morgan Securities LLC, as representatives of the underwriters, for an underwritten public offering of $750,000,000a aggregate principal amount of 5.100% senior unsecured notes due 2030 and $750,000,000 aggregate principal amount of 5.500% senior unsecured notes due 2035. The offering is registered under an automatic shelf registration statement on Form S-3 filed February 1, 2024, and the sale is expected to close on or about December 11, 2024. The company states it intends to use the net proceeds, together with cash on hand, to repay outstanding loans under its term loan credit agreement and borrowings under its revolving credit facility.
Those borrowings were used to fund share repurchases under the company's accelerated share repurchase agreements, with remaining proceeds going to general corporate purposes. The filing therefore reflects a refinancing and debt-management step tied to prior buybacks rather than a new use of capital. The filing consists of the underwriting agreement (Exhibit 1.1) and two press releases dated December 4, 2024: a launch announcement (Exhibit 99.1) and a pricing announcement (Exhibit 99.2).
The pricing release confirms the same $750.0 millionb tranches and the December 11, 2024 expected closing. The filing itself does not provide financial statement data, interest cost comparisons, or balance sheet figures.
02—Key points
Key Highlights
- Tapestry priced $1.5 billion in total senior unsecured notes: $750.0 million of 5.100% notes due 2030 and $750.0 million of 5.500% notes due 2035.
- Expected closing date of the notes offering is on or about December 11, 2024.
- Net proceeds, with cash on hand, will repay term loan credit agreement loans and revolving credit facility borrowings.
- The revolving credit and term loan borrowings were used to fund share repurchases under the company's accelerated share repurchase agreements.
- The offering is made under an automatic shelf registration statement on Form S-3 (File No. 333-276823) filed February 1, 2024.
- Underwriters are BofA Securities, Morgan Stanley and J.P. Morgan, acting as joint lead book-running managers.
- The underwriting agreement includes customary representations, warranties, closing conditions and indemnification provisions.
03—Questions
Frequently Asked Questions
How much debt is Tapestry issuing and on what terms?
Tapestry is issuing $750.0 million of 5.100% senior unsecured notes due 2030 and $750.0 million of 5.500% senior unsecured notes due 2035, for a combined $1.5 billion in aggregate principal amount.
What will Tapestry do with the proceeds?
The company intends to use the net proceeds, together with cash on hand, to repay outstanding loans under its term loan credit agreement and borrowings under its revolving credit facility, and for general corporate purposes. Those borrowings funded share repurchases under its accelerated share repurchase agreements.
When is the offering expected to close?
The sale of the notes is expected to close on or about December 11, 2024, subject to normal closing conditions.
Under what registration is the offering being sold?
The notes are offered under an automatic shelf registration statement on Form S-3 (File No. 333-276823) filed with the SEC on February 1, 2024, only by means of a prospectus supplement and accompanying prospectus.
Who are the underwriters for the offering?
BofA Securities, Inc., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are the representatives of the underwriters and serve as joint lead book-running managers.
04—Continue