TAPESTRY, INC. — M&A Activity 2015

May 4, 2015

8-K 1 a51094049.htm COACH, INC. 8-K Copyright 2015 Business Wire, a Berkshire Hathaway company. All rights reserved www.businesswire.com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 4, 2015

(Exact
name of registrant as specified in its charter)

Maryland	1-16153	52-2242751
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Address
of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on January 5, 2015, Coach, Inc. (“Coach”) entered into a Purchase Agreement (the “Purchase Agreement”) with Stuart Weitzman Topco LLC (“Topco”) and Stuart Weitzman Intermediate LLC (“Stuart Weitzman”), a wholly owned subsidiary of Topco. On May 4, 2015, Coach, through its wholly owned subsidiary, completed the acquisition of all of the equity interests of Stuart Weitzman, a luxury footwear company and the parent of Stuart Weitzman Holdings, LLC, from Topco (the “Closing”) for approximately $530 million in cash, subject to customary post-closing purchase price adjustments. In addition, under the terms of the Purchase Agreement, Coach agreed to pay a potential earnout of up to $14.66 million annually in cash over the next three calendar years if the following revenue targets are met:

Year	Target
2015	$350 million
2016	$385 million
2017	$425 million

The Purchase Agreement also contains a catch-up provision that provides that if the revenue targets are missed in any one year but are surpassed in succeeding years then amounts for past years become due upon surpassing targets in succeeding years. Therefore, if the targets are met each year (or, for example, met only in the year 2017) the earnout payments would be $44 million in total.

Both Mr. Stuart Weitzman and Wayne Kulkin, the current Executive Chairman and Chief Executive Officer of Stuart Weitzman Holdings, LLC respectively, have agreed to remain with Stuart Weitzman following the transaction.

As previously disclosed, on January 5, 2015, Coach entered into a letter agreement (the “Letter Agreement”) with Mr. Weitzman. Pursuant to the terms of the Letter Agreement, Mr. Weitzman paid $2.5 million to Coach at the Closing. Under the terms of the Letter Agreement, Mr. Weitzman also agreed to pay $666,667 to Coach each year in which the earnout described above is payable by Coach. The Letter Agreement also contains a catch-up provision; therefore, if the earnout target is met only in the year 2017 (or, if the earnout targets are met each year) the payment to Coach would be $2 million in total.

The summary descriptions of the Purchase Agreement and the Letter Agreement in this Item 2.01 do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Letter Agreement which were filed on February 4, 2015 as exhibits to Coach’s quarterly report on Form 10-Q. Interested parties should read the Purchase Agreement and the Letter Agreement in their entirety.

Item 8.01 Other Events.

On May 4, 2015, Coach issued a press release announcing the completion of the transactions contemplated by the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This document contains forward-looking statements based on management’s current expectations. These statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “intend,” “ahead,” “estimate,” “on track,” “to be,” “on course,” “forward to,” “future,” “to lead,” “provide,” “to help,” “to delivering,” “to benefiting,” “to advancing,” “believe,” “remains,” “to reinvigorate,” “to achieve,” “to enable,” “to realize,” “return to,” “to acquire,” “to execute,” “are positioned to,” “continuing to,” “trajectory,” “potential,” “project,” “guidance,” “target,” “forecast,” “anticipated,” or comparable terms. Future results may differ materially from management’s current expectations, based upon risks and uncertainties such as expected economic trends, the ability to anticipate consumer preferences, the ability to control costs, etc. Please refer to Coach’s latest Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2014 and its other filings with the Securities and Exchange Commission for a complete list of risks and important factors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Text of Press Release, dated May 4, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:
COACH, INC.
By:	/s/ Todd Kahn
	Todd Kahn
	Global Corporate Affairs Officer, General
	Counsel & Secretary

EXHIBIT INDEX

99.1 Text of Press Release, dated May 4, 2015