Bond TapestryWeave 4.25% ( US189754AA23 ) in USD

Issuer TapestryWeave
Market price 100 %  ▲ 
Country  United States
ISIN code  US189754AA23 ( in USD )
Interest rate 4.25% per year ( payment 2 times a year)
Maturity 31/03/2025 - Bond has expired



Prospectus brochure of the bond Tapestry US189754AA23 in USD 4.25%, expired


Minimal amount 2 000 USD
Total amount 600 000 000 USD
Cusip 189754AA2
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Detailed description Tapestry is a component-based Java web application framework that uses a declarative approach to building user interfaces.

The Bond issued by TapestryWeave ( United States ) , in USD, with the ISIN code US189754AA23, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/03/2025

The Bond issued by TapestryWeave ( United States ) , in USD, with the ISIN code US189754AA23, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by TapestryWeave ( United States ) , in USD, with the ISIN code US189754AA23, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2 1 s000657x2_424b2.htm 424B2
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Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-200642
CALCULATION OF REGISTRATION FEE
Maximum
Maximum
Amount of
Title of Each Class of Securities
Amount to Be
Offering Price
Aggregate
Registration
to be Registered
Registered
Per Security
Offering Price
Fee (1)
4.250% Senior Notes due 2025
$
600,000,000
99.445 % $
596,670,000 $
69,333.06
Total
$
600,000,000
--
$
596,670,000 $
69,333.06
(1)
The filing fee of $69,333.06 is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
TABLE OF CONTENTS
Prospectus Supplement
(to Prospectus dated December 1, 2014)
COACH, INC.
$600,000,000
4.250% Senior Notes due 2025
We are offering $600,000,000 aggregate principal amount of our 4.250% Senior Notes due 2025 (the "Notes"). We will pay
interest on the Notes semi-annually on April 1 and October 1 of each year, beginning on October 1, 2015. The Notes will mature on
April 1, 2025.
We may redeem some or all of the Notes at any time at the applicable redemption prices determined as set forth under
"Description of the Notes--Optional Redemption." Upon the occurrence of a "change of control triggering event," we will be required
to make an offer to repurchase the Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest to, but
not including, the date of repurchase, as described under "Description of the Notes-- Offer to Repurchase Upon Change of Control
Triggering Event."
The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future
unsecured and unsubordinated obligations.
The Notes are new issues of securities with no established trading markets. We do not intend to apply for the Notes to be listed
on any securities exchange or to arrange for the Notes to be quoted on any automated quotation system.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-5 for a discussion of certain risks that you
should consider in connection with an investment in the Notes.
Public offering
Underwriting
Proceeds, before
price(1)
discount
expenses, to us(1)
Per Note

99.445 %
0.650 %
98.795 %
Total
$ 596,670,000
$ 3,900,000
$
592,770,000
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(1)
Plus accrued interest, if any, from March 2, 2015.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the
Notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
We expect that delivery of the Notes will be made to investors in book-entry form only through The Depository Trust Company
for the benefit of its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme,
on or about March 2, 2015.
Joint Book-Running Managers
J.P. Morgan
BofA Merrill Lynch
HSBC
Senior Co-Managers
TD Securities
US Bancorp
Wells Fargo Securities
Co-Managers
BNP PARIBAS
Citigroup
MUFG
PNC Capital Markets LLC
The Williams Capital Group, L.P.
February 23, 2015
TABLE OF CONTENTS
TABLE OF CONTENTS

Page
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
INCORPORATION BY REFERENCE

S-ii
WHERE YOU CAN FIND MORE INFORMATION

S-iii
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

S-iii
SUMMARY

S-1
RISK FACTORS

S-5
USE OF PROCEEDS

S-8
CAPITALIZATION

S-9
DESCRIPTION OF OTHER INDEBTEDNESS

S-10
DESCRIPTION OF THE NOTES

S-11
CERTAIN MATERIAL U.S. FEDERAL TAX CONSEQUENCES

S-26
UNDERWRITING

S-31
LEGAL MATTERS

S-35


Prospectus
ABOUT THIS PROSPECTUS

2
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION BY REFERENCE

2
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

3
THE COMPANY

5
RISK FACTORS

6
RATIO OF EARNINGS TO FIXED CHARGES

6
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USE OF PROCEEDS

6
DESCRIPTION OF THE DEBT SECURITIES

7
PLAN OF DISTRIBUTION

8
LEGAL MATTERS

10
EXPERTS

10
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this
offering. The second part is the accompanying prospectus which describes more general information, some of which may not apply to
this offering. You should read both this prospectus supplement and the accompanying prospectus, together with the additional
information described under the headings "Where You Can Find More Information" and "Incorporation by Reference."
In this prospectus supplement, unless otherwise stated or the context otherwise requires, "Coach," "ourselves," "we," "our," "us,"
and the "Company" refer to Coach, Inc. and its subsidiaries. To the extent there is a conflict between the information contained in this
prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference
therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement;
provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date-- for
example, a document incorporated by reference in the accompanying prospectus--the statement in the document having the later date
modifies or supersedes the earlier statement.
We and the underwriters have not authorized anyone to provide any information other than that contained or incorporated by
reference in this prospectus supplement or the accompanying prospectus or any relevant free writing prospectus prepared by or on
behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to
the reliability of, any other information that others may give you. It is important for you to read and consider all information contained
in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein,
and any free writing prospectus that we have authorized for use in connection with this offering, in their entirety before making your
investment decision.
We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or
sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial
condition, results of operations and prospects may have changed since that relevant date. Neither this prospectus supplement
nor the accompanying prospectus constitutes an offer, or a solicitation on our behalf or on behalf of the underwriters, to
subscribe for and purchase any of the securities and may not be used for or in connection with an offer or solicitation by
anyone in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.
This prospectus supplement and the accompanying prospectus include registered trademarks, trade names and service marks of
the Company and its subsidiaries.
INCORPORATION BY REFERENCE
In this prospectus supplement, we "incorporate by reference" certain information that we file with the Securities and Exchange
Commission (the "SEC"), which means that we can disclose important information to you by referring you to that information. The
information we incorporate by reference is an important part of this prospectus supplement, and later information that we file with the
SEC will automatically update and supersede this information. The following documents have been filed by us with the SEC and are
incorporated by reference into this prospectus supplement:
·
Our Annual Report on Form 10-K for the fiscal year ended June 28, 2014 (filed on August 15, 2014) (the "2014 Form 10-
K");
·
Our Quarterly Report on Form 10-Q for the quarters ended September 27, 2014 (filed on November 6, 2014) (the "First
Quarter Form 10-Q") and December 27, 2014 (filed on February 4, 2015) (the "Second Quarter Form 10-Q");
·
Our Current Reports on Form 8-K and Form 8-K/A (filed on July 2, 2014, July 17, 2014, September 9, 2014, September 10,
2014, September 22, 2014, September 25, 2014, November 12, 2014, January 6, 2015, January 29, 2015 (other than any
portions of such filing that are furnished pursuant to Item 2.02 (including any financial statements or exhibits relating thereto
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furnished pursuant to Item 9.01) under applicable SEC rules rather than filed) and February 5, 2015; and
S-ii
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·
The portions of our Definitive Proxy Statement on Schedule 14A (filed on September 26, 2014) which were incorporated by
reference into our 2014 Form 10-K.
All documents and reports that we file with the SEC (other than any portion of such filings that are furnished pursuant to Item
2.02 or Item 7.01 (including any financial statements or exhibits relating thereto furnished pursuant to Item 9.01) under applicable SEC
rules rather than filed) under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), from the date of this prospectus supplement until the termination of the offering under this prospectus supplement, shall be
deemed to be incorporated in this prospectus supplement and the accompanying prospectus by reference. The information contained on
our website (http://www.coach.com/investors) is not incorporated into this prospectus supplement or the accompanying prospectus.
The reference to our website is intended to be an inactive textual reference.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may obtain such SEC
filings from the SEC's website at http://www.sec.gov. You can also read and copy these materials at the SEC's public reference room
at 100 F Street, N.E., Washington, D.C. 20549. You can obtain further information about the operation of the SEC's public reference
room by calling the SEC at 1-800-SEC-0330. You can also obtain information about us at the offices of the New York Stock
Exchange, 11 Wall Street, New York, New York 10005.
As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement
and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and
schedules for more information about us and the debt securities. The registration statement, exhibits and schedules are available
through the SEC's website or at its public reference room.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement, and the documents incorporated by reference in this prospectus supplement, contain certain
"forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, and are based on
management's current expectations. These forward-looking statements can be identified by the use of forward-looking terminology
such as "believes," "may," "will," "should," "expect," "confidence," "trends," "intend," "estimate," "on track," "are positioned to,"
"on course," "opportunity," "continue," "project," "guidance," "target," "forecast," "anticipated," "plan," "potential," the negative of
these terms or comparable terms.
Various factors could adversely affect our operations, business or financial results in the future and cause our actual results to
differ materially from those contained in the forward-looking statements, including those factors discussed under "Risk Factors" or
otherwise discussed in the 2014 Form 10-K, the Second Quarter Form 10-Q and in our other filings made from time to time with the
SEC after the date of the registration statement of which this prospectus supplement is a part, as well as:
·
the impact of the challenging state of the global economy on consumer purchases of premium lifestyle products that we offer
for sale;
·
our ability to continue to expand or grow our business, including international expansion, and the impact of consumer
demand, behavior and purchasing trends;
·
our ability to successfully execute our multi-year transformation initiatives;
·
the impact of excess inventories should we misjudge consumer demand;
·
changes in the competitive marketplace, including the development of new products by our competitors;
·
our ability to retain the value of the Coach brand and timely respond to changing fashion and retail trends;
·
legal, regulatory, tax, political, economic and other risks associated with operating in international markets, including risks
related changes in exchange rates, political or economic instability in major market, repatriation of foreign cash, natural and
other disasters and changes in legal and regulatory requirements;
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·
fluctuations in our stock price;
·
our ability to adequately protect our intellectual property and curb the sale of counterfeit merchandise;
·
our ability to secure our computer systems and those of our third-party service providers from cybersecurity threats,
including a privacy or data security breach;
·
our exposure to risks inherent in global sourcing activities, including risks associated with cost fluctuations relating to raw
materials, transportation, and labor costs;
·
the impact of leasing retail space subject to long-term and non-cancelable leases;
·
our ability to attract, develop and retain qualified employees, including key personnel;
·
the impact on our North American wholesale business of consolidations, liquidations, restructurings and other ownership
changes in the retail industry;
·
the impact on our licenses should our licensing partners fail to preserve the value of our licenses or changes in our
relationships with licensing partners;
·
the impact of seasonality and quarterly fluctuations in sales of our products on our operating results;
·
the impact of our inability to pay quarterly dividends at expected levels;
·
changes in our credit profile or deterioration in market conditions;
·
changes to our anticipated effective tax rates in future years; and
·
the impact of relocating to our new global corporate headquarters, including cost overruns and disruptions in our operations.
These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and
uncertainties, many of which are unforeseeable and beyond our control. A detailed discussion of significant risk factors that have the
potential to cause our actual results to differ materially from our expectations is described in "Risk Factors" on page S-5 and in Item
1A. of our 2014 Form 10-K and Second Quarter Form 10-Q, which we have filed with the SEC and are incorporated by reference
herein. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise, except as required by law.
S-iv
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SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference. This summary does not contain all of the information that you may wish to consider
before investing in our securities. We utilize a 52-53 week fiscal year ending on the Saturday closest to June 30 and "Fiscal 2014"
refers to our fiscal year ended on June 28, 2014, reflecting a 52-week period. You should read this entire prospectus supplement,
the accompanying prospectus and the documents incorporated by reference carefully, especially the risks of investing in our debt
securities discussed under "Risk Factors."
The Company
Founded in 1941, we have grown from a family-run workshop in a Manhattan loft to a leading New York design house of
modern luxury accessories and lifestyle collections. Coach is one of the most recognized fine accessories brands in the United
States and in targeted international markets. We offer premium lifestyle accessories to a loyal and engaged customer base and
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provide consumers with fresh, compelling and innovative products that are extremely well made, at an attractive price. Our product
offering uses a broad range of high quality leathers, fabrics and materials. In response to our customer's demands for both fashion
and function, we offer updated styles and multiple product categories which address an increasing share of our customer's
accessory wardrobe. We created a sophisticated, modern and inviting environment to showcase our product assortment and
reinforce a consistent brand positioning wherever the consumer may shop. We utilize a flexible, cost-effective global sourcing
model, in which independent manufacturers supply our products, allowing us to bring our broad range of products to market
rapidly and efficiently.
We offer a number of key differentiating elements that set us apart from the competition, including:
A Distinctive Brand -- The Coach brand represents a blend of classic American style with a distinctive New York spirit,
offering a design that is known for a distinctive combination of style and function. We offer lifestyle products that we believe
are relevant, extremely well made and provide excellent value.
A Market Leadership Position With Growing International Recognition -- We are a global leader in premium handbags and
lifestyle accessories. Our long-standing reputation and distinctive image have been consistently developed across an
expanding number of products, sales channels and international markets, including within North America, in which we are the
leading brand, and in Japan, where we are the leading imported luxury handbag and accessories brand by units sold. We are
also gaining traction in China and other Asian markets, Europe and Latin America.
A Loyal And Involved Consumer -- Our consumers have a strong emotional connection with the brand. Part of our everyday
mission is to cultivate consumer relationships by strengthening this emotional connection.
A Multi-Channel Global Distribution Model -- Our products are available in image-enhancing locations globally wherever
our consumer chooses to shop, including: retail and outlet stores, directly operated concession shop-in-shops, online, and
department and specialty stores. This allows us to maintain a dynamic balance as results do not depend solely on the
performance of a single channel or geographic area. Our stores showcase the world of Coach and enhance the shopping
experience while reinforcing the image of our brand. The modern store design creates a distinctive environment to display our
products. We have committed a future investment of approximately $570 million to further elevate our in-store imagery.
Store associates are trained to maintain high standards of visual presentation, merchandising and customer service.
Innovation With A Consumer-Centric Focus -- We listen to our consumers through rigorous consumer research and strong
consumer orientation. To truly understand globalization and its impact on us, we also need to understand the local context in
each market, learning about our consumer wherever Coach is sold. We work to anticipate the consumer's changing needs by
keeping the product assortment fresh and compelling.
Our product offerings include modern luxury accessories and lifestyle collections, including women's and men's bags,
women's and men's small leather goods, business cases, footwear, wearables (including outerwear), watches, weekend and travel
accessories, scarves, sunwear, fragrance, jewelry, travel bags and other lifestyle products.
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Corporate Information
We are a Maryland corporation. The address of our principal executive offices and our telephone number at that location is:
Coach, Inc.
516 West 34th Street
New York, New York 10001
(212) 594-1850
S-2
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The Offering
This summary is not a complete description of the Notes. For a more detailed description of the Notes, see "Description of the
Notes" in this prospectus supplement.
Issuer
Coach, Inc.
Securities Offered
$600,000,000 aggregate principal amount of 4.250% Senior Notes due 2025
(the "Notes").
Maturity
The Notes will mature on April 1, 2025.
Interest Rate
The Notes will bear interest from March 2, 2015 at the rate of 4.250% per
annum.
Interest Payment Dates
Interest on the Notes is payable semi-annually on April 1 and October 1 of
each year, beginning October 1, 2015.
Ranking of Notes
The Notes will be our senior unsecured obligations and will rank equally in
right of payment with all of our existing and future unsecured and
unsubordinated obligations.
The Notes will be effectively junior to any of our future indebtedness that is
secured to the extent of the value of the assets securing such indebtedness
and will be structurally subordinated to the liabilities of our subsidiaries. As
of December 27, 2014, we had no secured indebtedness and our subsidiaries
had liabilities of approximately $471.5 million.
Sinking Fund
None.
Optional Redemption
We may redeem some or all of the Notes at any time at the applicable
redemption prices determined as set forth under "Description of the Notes--
Optional Redemption."
Change of Control Triggering Event
Upon the occurrence of a "change of control triggering event," as defined
under "Description of the Notes-- Offer to Repurchase Upon Change of
Control Triggering Event," we will be required to make an offer to
repurchase the Notes at a price equal to 101% of their principal amount,
plus accrued and unpaid interest to, but not including, the date of
repurchase.
Certain Covenants
The indenture governing the Notes will contain covenants limiting our
ability and our subsidiaries' ability to:
·
create certain liens;
·
enter into sale and leaseback transactions; and
·
consolidate or merge with, or sell, lease or convey all or substantially
all of our or their properties or assets to, another person.
However, each of these covenants is subject to a number of significant
exceptions. You should read "Description of the Notes--Certain Covenants"
for a description of these covenants.
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Form and Denominations
We will issue the Notes in registered form in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. The Notes will be represented
by one or more global securities registered in the name of a nominee of The
Depository Trust Company ("DTC").
You will hold beneficial interests in the Notes through DTC, and DTC and
its direct and indirect participants will record your beneficial interest in their
books. Except under limited circumstances, we will not issue certificated
Notes.
Further Issuances
We may, without consent of the holders of the Notes, create and issue
additional Notes ranking equally with the Notes in all respects (other than
with respect to the date of issuance, issue price and amount of interest
payable on the first payment date applicable thereto). These additional Notes
will be consolidated and form a single series with the Notes.
Use of Proceeds
We intend to use the net proceeds of this offering for general corporate
purposes, which may include capital expenditures, working capital,
repayment of outstanding revolver borrowings, acquisitions, or investments
in, and funding for, our Hudson Yards development. Pending the application
of the net proceeds, we may temporarily invest the net proceeds in cash
equivalents or short-term investments. Also, we intend to finance the
previously announced acquisition of Stuart Weitzman Intermediate LLC and
its subsidiaries with cash on hand, a portion of the proceeds of this offering
and/or other sources of financing available to us in the credit markets. See
"Use of Proceeds."
Absence of Public Market for the Notes
The Notes are a new issue of securities with no established trading market.
We do not intend to apply for the Notes to be listed on any securities
exchange or to arrange for the Notes to be quoted on any automated
quotation system. The underwriters have advised us that they intend to
make a market in the Notes, but they are not obligated to do so, and any
market-making in the Notes may be discontinued at any time in their sole
discretion. Accordingly, there can be no assurance as to the development or
liquidity of any markets for the Notes. For more information, see
"Underwriting."
Governing Law
New York.
Trustee
U.S. Bank National Association.
Risk Factors
An investment in the Notes involves risk. You should carefully consider the
information set forth in the section entitled "Risk Factors" beginning on
page S-5 of this prospectus supplement and in Item 1A. of our 2014 Form
10-K and Second Quarter Form 10-Q, before deciding whether to invest in
the Notes.
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RISK FACTORS
Investing in the Notes offered hereby involves risks. Prior to deciding to purchase any Notes, prospective investors should
consider carefully all of the information set forth in this prospectus supplement, the accompanying prospectus and the documents
incorporated by reference herein. In particular, you should carefully consider the risk factors set forth below related to the issuance of
the Notes and the risk factors that are incorporated by reference in the section entitled "Item 1A. Risk Factors" in the 2014 Form 10-
K and "Item 1A. Risk Factors" in the Second Quarter Form 10-Q where we identify other factors that could affect our business. See
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"Incorporation by Reference" in this prospectus supplement and "Where You Can Find More Information" in the accompanying
prospectus. Some factors in the Risk Factors sections of the 2014 Form 10-K and the Second Quarter Form 10-Q may be "forward-
looking statements." For a discussion of those statements and of other factors for investors to consider, see "Special Note on
Forward-Looking Statements" in this prospectus supplement, "Statements Regarding Forward-Looking Information" in the
accompanying prospectus and "Special Note on Forward-Looking Information" in the 2014 Form 10-K, the First Quarter Form 10-Q
and the Second Quarter Form 10-Q.
Risks related to the Notes
Restrictive covenants in the documents governing our indebtedness may limit our ability to undertake certain types of transactions.
We have a credit facility that provides for a $700 million revolving line of credit through September 2019, which is also used to
support the issuance of letters of credit (the "Revolving Credit Facility"). As a result of various restrictive covenants in our credit
agreement governing our Revolving Credit Facility, our financial flexibility is limited in a number of ways. The Revolving Credit
Facility contains a number of covenants that, among other things, restrict our ability, subject to specified exceptions, to incur debt,
engage in new lines of business, incur liens, engage in mergers, consolidations, liquidations and dissolutions, dispose of all or
substantially all of the assets of the Company and its subsidiaries, make investments, loans, advances, guarantees and acquisitions,
make restricted payments during the continuation of an event of default and enter into transactions with affiliates. The Company and
its subsidiaries must also comply on a quarterly basis with a maximum leverage ratio of 4.0 to 1.0. Additionally, if an event of default
occurs under the Revolving Credit Facility, the administrative agent for the credit facility or a majority of the lenders could elect to
declare all amounts outstanding thereunder, together with accrued interest and all fees to be due and payable. In such an event, we
cannot assure you that we would have sufficient assets to pay amounts due on the Notes. As a result, you may receive less than the full
amount you would otherwise be entitled to receive on the Notes.
The Notes will be effectively subordinated to any of our debt that is secured.
The Notes will be unsecured, unguaranteed obligations of Coach and will be effectively subordinated to any secured debt
obligations that we may incur in the future to the extent of the value of the assets securing that debt. The effect of this subordination is
that if we are involved in a bankruptcy, liquidation, dissolution, reorganization or similar proceeding, or upon a default in payment on,
or the acceleration of, any of our secured debt, if any, our assets that secure debt will be available to pay obligations on the Notes only
after all debt under our secured debt, if any, has been paid in full from those assets. Holders of the Notes will participate in any
remaining assets ratably with all of our other unsecured and unsubordinated creditors, including trade creditors. We may not have
sufficient assets remaining to pay amounts due on any or all of the Notes then outstanding. See "Description of the Notes."
The Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The Notes will be our exclusive obligations. The notes will not be obligations of any of our subsidiaries and will be effectively
subordinated to the liabilities, including trade payables, of our subsidiaries. The incurrence of other indebtedness or other liabilities by
any of our subsidiaries is not prohibited in connection with the Notes and could adversely affect our ability to pay our obligations on
the Notes. A significant portion of our operations is conducted through our subsidiaries and our cash flow and consequent ability to
service our debt, including the Notes, depends in part on our subsidiaries. Our subsidiaries are separate legal entities that have no
obligation to pay any amounts due under the Notes or to make any funds available therefor, whether by dividends, loans or other
payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims
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of creditors, including trade creditors, and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the
assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the Notes). Consequently, the
Notes will be structurally subordinated to all liabilities, including trade payables of any of our subsidiaries and any subsidiaries that we
may in the future acquire or establish. As of December 27, 2014, our subsidiaries had approximately $471.5 million of outstanding
liabilities.
We are permitted to incur more debt, which may increase risks associated with our leverage.
Neither we nor any of our subsidiaries are restricted from incurring additional unsecured debt or other liabilities, including
additional unsecured senior debt, under the indenture governing the Notes. If we incur additional debt or liabilities, our ability to pay
our obligations on the Notes could be adversely affected. We expect that we will from time to time incur additional debt and other
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liabilities. In addition, we are not restricted under the indenture governing the Notes from paying dividends or repurchasing our
securities.
The provisions in the indenture relating to change of control transactions will not necessarily protect you in the event of a highly
leveraged transaction.
The provisions in the indenture will not necessarily afford you protection in the event of a highly leveraged transaction that may
adversely affect you, including a reorganization, restructuring, merger or other similar transaction involving us. These transactions
may not involve a change in voting power or beneficial ownership or, even if they do, may not involve a change of the magnitude
required under the definition of change of control triggering event in the indenture to trigger these provisions. Except as described
under "Description of the Notes--Offer to Repurchase Upon Change of Control Triggering Event," the indenture will not contain
provisions that permit the holders of the Notes to require us to repurchase the Notes in the event of a takeover, recapitalization or
similar transaction.
We may not be able to repurchase all of the Notes upon a change of control triggering event.
As described under "Description of the Notes--Offer to Repurchase Upon Change of Control Triggering Event," we will be
required to offer to repurchase the Notes upon the occurrence of events constituting a Change of Control Triggering Event. We may
not have sufficient funds to repurchase the Notes in cash at such time or have the ability to arrange necessary financing on acceptable
terms. Our failure to repurchase the Notes as required under the indenture would result in a default under the indenture and an event of
default under the Revolving Credit Facility, each of which could have material adverse consequences for us and the holders of the
Notes. In addition, our ability to repurchase the Notes for cash may be limited by law or the terms of other agreements relating to our
indebtedness outstanding at the time.
There are no existing markets for the Notes. If any develop, they may not be liquid.
The Notes are new issues of securities and there are currently no established markets for the Notes. We do not intend to list the
Notes on any national securities exchange or to seek their quotation on any automated dealer quotation system. The underwriters have
advised us that they currently intend to make a market in the Notes following the offering, as permitted by applicable laws or
regulations. However, the underwriters have no obligation to make a market in the Notes and they may cease market-making activities
at any time without notice. Further, there can be no assurance as to the liquidity of any markets that may develop for the Notes, your
ability to sell your Notes or the prices at which you will be able to sell your Notes. Future trading prices of the Notes will depend on
many factors, including prevailing interest rates, our financial condition and results of operations, the then-current ratings assigned to
the Notes and the market for similar securities. Any trading market that develops would be affected by many factors independent of
and in addition to the foregoing, including:
·
the time remaining to the maturity of the Notes;
·
the outstanding amount of the Notes;
·
our financial performance;
·
our credit ratings with nationally recognized credit rating agencies; and
·
the level, direction and volatility of market interest rates generally.
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TABLE OF CONTENTS
The prices at which you will be able to sell your Notes prior to maturity will depend on a number of factors and may be
substantially less than the amount you originally invest.
We believe that the value of the Notes in any secondary market will be affected by the supply and demand for the Notes, the
interest rate and a number of other factors. Some of these factors are interrelated in complex ways. As a result, the effect of any one
factor may be offset or magnified by the effect of another factor. The following paragraphs describe what we expect to be the impact
on the market value of the Notes of a change in a specific factor, assuming all other conditions remain constant.
U.S. interest rates. We expect that the market values of the Notes will be affected by changes in U.S. interest rates. In general, if
U.S. interest rates increase, the market values of the Notes may decrease.
Our credit rating, financial condition and results. Actual or anticipated changes in our credit ratings or financial condition may
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