Coach, Inc. Announces Closing of $1 Billion Senior Unsecured Notes Offering
June 20 2017 - 3:15PM
Business Wire
Coach, Inc. (NYSE:COH) (SEHK:6388), a leading New York design
house of modern luxury accessories and lifestyle brands, today
announced the closing of its underwritten public offering of $1
billion aggregate principal amount of senior unsecured notes,
consisting of $400 million aggregate principal amount of 3.000%
senior unsecured notes due 2022 (the “2022 Notes”) and $600 million
aggregate principal amount of 4.125% senior unsecured notes due
2027 (the “2027 Notes,” and together with the 2022 Notes, the
“Notes”). Interest on the notes is payable semi-annually on January
15 and July 15 of each year, beginning on January 15, 2018.
The Notes were offered pursuant to a shelf registration
statement on Form S-3 (File No. 333-200642), which became
immediately effective upon its filing with the Securities and
Exchange Commission (the “SEC”) on December 1, 2014. A preliminary
prospectus supplement dated June 6, 2017 relating to the Notes was
filed with the SEC on June 6, 2017, and a final prospectus
supplement dated June 6, 2017 was filed with the SEC on June 7,
2017.
As previously announced on May 8, 2017, Coach entered into an
agreement to acquire Kate Spade & Company (NYSE: KATE). Coach
intends to use the proceeds from this offering, together with cash
on hand and cash on hand at Kate Spade and term loans, to fund the
purchase price for the acquisition and pay related fees and
expenses.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or other jurisdiction. The offering of securities may be made
only by means of a prospectus supplement and accompanying
prospectus. Copies of the prospectus and related supplement may be
obtained by contacting any of those joint book-running managers
whose contact information is listed at the bottom of this
announcement.
About Coach
Coach, Inc. is a leading New York design house of modern luxury
accessories and lifestyle brands. The Coach brand was established
in New York City in 1941, and has a rich heritage of pairing
exceptional leathers and materials with innovative design. Coach is
sold worldwide through Coach stores, select department stores and
specialty stores, and through Coach’s website. In 2015, Coach
acquired Stuart Weitzman, a global leader in designer footwear,
sold in more than 70 countries and through its website. Coach,
Inc.’s common stock is traded on the New York Stock Exchange under
the symbol COH and Coach’s Hong Kong Depositary Receipts are traded
on The Stock Exchange of Hong Kong Limited under the symbol
6388.
Neither the Hong Kong Depositary Receipts nor the Hong Kong
Depositary Shares evidenced thereby have been or will be registered
under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and may not be offered or sold in the United States or to,
or for the account of, a U.S. Person (within the meaning of
Regulation S under the Securities Act), absent registration or an
applicable exemption from the registration requirements. Hedging
transactions involving these securities may not be conducted unless
in compliance with the Securities Act.
This press release contains forward-looking statements based on
management’s current expectations. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such
as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,”
“see,” “will,” “would,” “target,” similar expressions, and
variations or negatives of these words. Forward-looking statements
by their nature address matters that are, to different degrees,
uncertain, such as statements about the consummation of the
proposed transaction and the anticipated benefits thereof. Such
statements involve risks, uncertainties and assumptions. If such
risks or uncertainties materialize or such assumptions prove
incorrect, the results of Coach, Inc. and its consolidated
subsidiaries could differ materially from those expressed or
implied by such forward-looking statements and assumptions. All
statements other than statements of historical fact are statements
that could be deemed forward-looking statements, including any
statements regarding the expected benefits and costs of the tender
offer, the merger and the other transactions contemplated by the
merger agreement by and between Kate Spade & Company, Coach,
Inc. and Chelsea Merger Sub Inc.; the expected timing of the
completion of the tender offer and the merger; the ability of
Coach, Inc. (and its subsidiary) and Kate Spade & Company to
complete the tender offer and the merger considering the various
conditions to the tender offer and the merger, some of which are
outside the parties’ control, including those conditions related to
regulatory approvals; any statements of expectation or belief; and
any statements of assumptions underlying any of the foregoing.
Risks, uncertainties and assumptions include the possibility that
expected benefits may not materialize as expected; that the tender
offer and the merger may not be timely completed, if at all; that,
prior to the completion of the transaction, Kate Spade &
Company’s business may not perform as expected due to
transaction-related uncertainty or other factors; that the parties
are unable to successfully implement integration strategies; and
other risks that are described in Coach, Inc.’s latest Annual
Report on Form 10-K and its other filings with the SEC. Coach, Inc.
and Kate Spade & Company assume no obligation and do not intend
to update these forward-looking statements.
BOOK-RUNNING MANAGERS:
Merrill Lynch, Pierce, Fenner & Smith Incorporated
NC1-004-03-43 200 North College Street, 3rd Floor Charlotte NC
28255-0001 Attn: Prospectus Department
Email: dg.prospectus_requests@baml.com
Tel: 800-294-1322 J.P. Morgan Securities LLC 383 Madison
Avenue New York, New York 10179 Attn: Investment Grade Syndicate
Desk Tel: 212-834-4533 HSBC Securities (USA) Inc. 425 Fifth
Avenue New York, New York 10018 Attn: Transaction Management
Americas
Email: tmg.americas@us.hsbc.com
Tel: 800-662-3343
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version on businesswire.com: http://www.businesswire.com/news/home/20170620006430/en/
CoachAnalysts & Media:Andrea Shaw Resnick,
212-629-2618Global Head of Investor Relations and Corporate
CommunicationsAResnick@coach.comorChristina Colone,
212-946-7252Senior Director, Investor
RelationsCColone@coach.com
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