Bond TapestryWeave 7% ( US876030AC11 ) in USD

TapestryWeave

104.428 % ⇌

United States

US876030AC11 ( in USD )

7% per year ( payment 2 times a year)

27/11/2026

Prospectus brochure of the bond Tapestry US876030AC11 en USD 7%, maturity 27/11/2026

876030AC1

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

27/05/2025 ( In 24 days )

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 US876030AC11, pays a coupon of 7% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/11/2026

The Bond issued by TapestryWeave ( United States ) , in USD, with the ISIN code US876030AC11, 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 US876030AC11, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-253071
Prospectus Supplement
(to Prospectus dated February 12, 2021)
$4,500,000,000

TAPESTRY, INC.
$500,000,000 7.050% Senior Notes due 2025
$750,000,000 7.000% Senior Notes due 2026
$1,000,000,000 7.350% Senior Notes due 2028
$1,000,000,000 7.700% Senior Notes due 2030
$1,250,000,000 7.850% Senior Notes due 2033
We are offering $4,500,000,000 aggregate principal amount of our senior notes, consisting of $500,000,000 aggregate principal amount of our 7.050% Senior
Notes due 2025 (the "2025 Notes"), $750,000,000 aggregate principal amount of our 7.000% Senior Notes due 2026 (the "2026 Notes"), $1,000,000,000 aggregate
principal amount of our 7.350% Senior Notes due 2028 (the "2028 Notes"), $1,000,000,000 aggregate principal amount of our 7.700% Senior Notes due 2030 (the
"2030 Notes") and $1,250,000,000 aggregate principal amount of our 7.850% Senior Notes due 2033 (the "2033 Notes and, together with the 2025 Notes, the 2026
Notes, the 2028 Notes and the 2030 Notes, the "Notes"). The 2025 Notes will mature on November 27, 2025. The 2026 Notes will mature on November 27, 2026.
The 2028 Notes will mature on November 27, 2028. The 2030 Notes will mature on November 27, 2030. The 2033 Notes will mature on November 27, 2033. We
will pay interest on the 2025 Notes on May 27 and November 27 of each year, commencing on May 27, 2024. We will pay interest on the 2026 Notes on May 27
and November 27 of each year, commencing on May 27, 2024. We will pay interest on the 2028 Notes on May 27 and November 27 of each year, commencing on
May 27, 2024. We will pay interest on the 2030 Notes on May 27 and November 27 of each year, commencing on May 27, 2024. We will pay interest on the 2033
Notes on May 27 and November 27 of each year, commencing on May 27, 2024. Interest on the 2025 Notes will accrue at a rate of 7.050% per annum. Interest on
the 2026 Notes will accrue at a rate of 7.000% per annum. Interest on the 2028 Notes will accrue at a rate of 7.350% per annum. Interest on the 2030 Notes will
accrue at a rate of 7.700% per annum. Interest on the 2033 Notes will accrue at a rate of 7.850% per annum.
We may redeem some or all of the Notes at any time at the applicable redemption price 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."
On August 10, 2023, we entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified in accordance with its
terms, the "Merger Agreement"), pursuant to which we agreed, subject to the terms and conditions thereof, to acquire (the "Capri Acquisition") Capri Holdings
Limited ("Capri"). We intend to use the net proceeds from this offering to pay a portion of the consideration for the Capri Acquisition and to pay related fees and
expenses. Pending the consummation of the Capri Acquisition, the net proceeds from this offering may be invested temporarily in cash equivalents or short-term
investments. There will be no escrow account or security interest for the benefit of the holders of the Notes. See "Use of Proceeds."
This offering is not contingent on the consummation of the Capri Acquisition, which, if completed, will occur subsequent to the closing of this offering.
However, if (i) the Capri Acquisition has not been completed by February 10, 2025 (or such later date mutually agreed between us and Capri) (such date, the
"special mandatory redemption end date"), (ii) prior to the special mandatory redemption end date, the Merger Agreement is terminated in accordance with its terms
or (iii) we otherwise notify the trustee that we will not pursue the consummation of the Capri Acquisition, we will be required to redeem all of the Notes of each
series at a redemption price equal to 101% of their principal amount, plus accrued and unpaid interest to, but not including, the special mandatory redemption date
(as defined herein). We refer to such redemption as a "special mandatory redemption." See "Use of Proceeds" and "Description of the Notes--Special Mandatory
Redemption."
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 and, upon consummation of the Capri Acquisition, will be structurally subordinated to certain indebtedness assumed in connection with the Capri
Acquisition. See "Description of the Notes."
Each series of the Notes is 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.
Substantially concurrently with or shortly after this offering, we expect to offer, by means of a separate prospectus supplement, euro-denominated notes (the
"Euro Notes") at various maturities (the "Euro Notes Offering"). Neither the completion of this offering nor the Euro Notes Offering is contingent on the completion
of the other, so it is possible that this offering is completed and the Euro Notes Offering is not completed, and vice versa. We cannot assure you that the Euro Notes
Offering will be completed on the terms described herein, or at all. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any Euro
Notes being offered in the Euro Notes Offering. See "Description of Euro Notes Offering."
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-15 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 2025 Note

99.890%
0.350%
99.540%
2025 Notes Total

$ 499,450,000 $ 1,750,000 $ 497,700,000
Per 2026 Note

99.803%
0.450%
99.353%
2026 Notes Total

$ 748,522,500 $ 3,375,000 $ 745,147,500
Per 2028 Note

99.724%
0.600%
99.124%
2028 Notes Total

$ 997,240,000 $ 6,000,000 $ 991,240,000
Per 2030 Note

99.712%
0.625%
99.087%
2030 Notes Total

$ 997,120,000 $ 6,250,000 $ 990,870,000
Per 2033 Note

99.475%
0.650%
98.825%
2033 Notes Total

$1,243,437,500 $ 8,125,000 $1,235,312,500
Total

$4,485,770,000 $25,500,000 $4,460,270,000
(1) Plus accrued interest, if any, from November 27, 2023, if settlement occurs after that date.
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 November 27, 2023.
Joint Book-Running Managers
BofA Securities

Morgan Stanley

J.P. Morgan

HSBC
Senior Co-Managers
Citigroup

TD Securities

US Bancorp

Wells Fargo Securities
Co-Managers
ANZ Securities

BNP PARIBAS

Goldman Sachs & Co. LLC

MUFG

PNC Capital Markets LLC

Santander
Academy Securities

Independence Point Securities

Loop Capital Markets

R. Seelaus & Co., LLC
November 15, 2023

TABLE OF CONTENTS
TABLE OF CONTENTS

Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
BASIS OF PRESENTATION

S-1
USE OF NON-GAAP FINANCIAL MEASURE

S-2
WHERE YOU CAN FIND MORE INFORMATION

S-3
INCORPORATION BY REFERENCE

S-3
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

S-4
SUMMARY

S-5
RISK FACTORS

S-15
USE OF PROCEEDS

S-18
CAPITALIZATION

S-19
DESCRIPTION OF OTHER INDEBTEDNESS

S-21
DESCRIPTION OF THE NOTES

S-24
DESCRIPTION OF EURO NOTES OFFERING

S-42
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

S-43
UNDERWRITING

S-48
LEGAL MATTERS

S-53
EXPERTS

S-53
Prospectus

Page
ABOUT THIS PROSPECTUS

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION BY REFERENCE

2
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

4
THE COMPANY

5
RISK FACTORS

6
USE OF PROCEEDS

7
DESCRIPTION OF THE DEBT SECURITIES

8
DESCRIPTION OF CAPITAL STOCK

10
DESCRIPTION OF OTHER SECURITIES

12
CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS

13
PLAN OF DISTRIBUTION

17
LEGAL MATTERS

20
EXPERTS

20

TABLE OF CONTENTS
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 and also adds to and updates information contained in the accompanying prospectus and the
documents incorporated by reference into this prospectus supplement and the accompanying prospectus. 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." 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 herein or
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 the Notes 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.
BASIS OF PRESENTATION
In this prospectus supplement, unless otherwise stated or the context otherwise requires, "Tapestry,"
"ourselves," "we," "our," "us," and the "Company" refer to Tapestry, Inc. and its subsidiaries, and "Coach,"
"Kate Spade," "kate spade new york" or "Stuart Weitzman" refer only to the referenced brand.
References herein to "$," "dollars" and "U.S. dollars" are to the currency of the United States. References to
"" and "euro" are to the lawful currency of the member states of the European Monetary Union that have adopted
or that adopt the single currency in accordance with the Treaty on the Functioning of the European Union, as
amended by the Treaty on European Union.
We and Capri have different fiscal years. We utilize a 52-53 week fiscal year ending on the Saturday closest to
June 30. The fiscal year ended July 1, 2023 was a 52-week period, the fiscal year ended July 2, 2022 was a 52-week
period and the fiscal year ended July 3, 2021 was a 53-week period. The first quarter of fiscal 2024 ended on
September 30, 2023 and was a 13-week period. Capri utilizes a 52-53 week fiscal year ending on the Saturday
closest to March 31. The fiscal year ended on April 1, 2023 was a 52-week period, the fiscal year ended on April 2,
2022 was a 53-week period and the fiscal year ended March 27, 2021 was a 52-week period. The first quarter of
fiscal 2024 ended on July 1, 2023 and was a 13-week period, and the second quarter of fiscal 2024 ended on
September 30, 2023 and was a 13-week period.
The unaudited pro forma condensed combined statements of operations for the fiscal year ended July 1, 2023
and for the three months ended September 30, 2023 give effect to the Capri Acquisition and related transactions as if
they had occurred on July 3, 2022. The unaudited pro forma condensed combined balance sheet as of September 30,
2023 gives effect to the Capri Acquisition and related transactions as if they had occurred on September 30, 2023. In
order to prepare the unaudited pro forma condensed combined statements of operations for the year ended July 1,
2023, the information for Capri was prepared as follows: the historical statement of operations for the fiscal year
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TABLE OF CONTENTS
ended April 1, 2023 of Capri was adjusted to reflect a trailing twelve-month period ending July 1, 2023 and a
trailing three-month period ending September 30, 2023. The statement of operations of Capri for the trailing twelve-
month period ending July 1, 2023 was derived by taking the audited statement of operations for the year ended
April 1, 2023, combining the results for the three-month unaudited period ended July 1, 2023 and removing the
results for the three-month unaudited period ended July 2, 2022.
Unless specifically indicated, the information presented in this prospectus supplement and the accompanying
prospectus, including the documents incorporated by reference herein and therein, does not give effect to the Capri
Acquisition.
This prospectus supplement, the accompanying prospectus and certain documents incorporated by reference
herein include registered trademarks, trade names and service marks of the Company and its subsidiaries, and this
prospectus supplement and certain documents incorporated by reference herein includes registered trademarks, trade
names and service marks of Capri and its subsidiaries.
USE OF NON-GAAP FINANCIAL MEASURE
This prospectus supplement includes pro forma Adjusted EBITDA, which has not been prepared in accordance
with United States generally accepted accounting principles ("GAAP"). As used in this prospectus supplement, pro
forma Adjusted EBITDA means pro forma net income (loss) prior to interest expense, income taxes, depreciation
and amortization, certain non-cash charges that we may add back such as stock-based compensation expense and
cloud computing amortization, as well as items affecting comparability, including acquisition and integration costs.
See "Certain Summary Historical and Unaudited Pro Forma Condensed Combined Financial Data." We believe that
excluding certain items from our GAAP results allows management to better understand our consolidated financial
performance from period to period and better project our future consolidated financial performance as forecasts are
developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we
believe that these non-GAAP financial measures provide our stakeholders with useful information to help them
evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling
them to make more meaningful period-to-period comparisons.
In particular, we believe that pro forma Adjusted EBITDA is useful to investors as a means of evaluating
operating performance and reflects the Adjusted EBITDA of the Company and Capri on a combined basis. Pro
forma Adjusted EBITDA is a non-GAAP measure, which is in addition to, and not a substitute for or superior to,
measures of financial performance prepared in accordance with GAAP and should not be considered as an
alternative to performance measures derived in accordance with GAAP. Non-GAAP financial measures as used by
us may not be comparable to similarly titled amounts used by other companies.
We believe pro forma Adjusted EBITDA:
·
reflects the ongoing business of the combined company in a manner that allows for meaningful period-to-
period comparison and analysis of trends in its business, as they exclude certain non-recurring income and
expense that do not occur regularly as part of the normal activities;
·
provides useful information in understanding and evaluating the underlying sustainable performance of the
combined business across periods; and
·
provides a normalized view of the operating performance of the combined business by excluding items
that are either noncash or infrequently occurring in nature.
Following the consummation of the Capri Acquisition, Adjusted EBITDA will be one of the primary measures
that we will use for planning and budgeting processes and to monitor and evaluate financial and operating results.
Adjusted EBITDA is used by different companies for differing purposes and is often calculated in ways that
reflects the particular circumstances of those companies. You should exercise caution in comparing this non-GAAP
metric reported by us to such metric or other similar metrics as reported by other companies. Adjusted EBITDA is
not a measurement of performance under GAAP, and you should not consider this measure as an alternative to net
income (loss) determined in accordance with GAAP. This non-GAAP metric does not necessarily indicate whether
cash flow will be sufficient or available to meet our cash requirement and may not be indicative of our historical
operating results, nor is such measure meant to be predictive of our future results. This non-GAAP metric has
limitations as analytical tools, and should not be considered in isolation. We compensate for these limitations by
using this non-GAAP financial measure as a supplement to a GAAP financial measure and by presenting the
reconciliations
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of the non-GAAP financial measure to its most comparable GAAP financial measure. See "Certain Summary
Historical and Unaudited Pro Forma Condensed Combined Financial Data."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and
Exchange Commission (the "SEC"). You may obtain such SEC filings from the SEC's website at
http://www.sec.gov. In addition, we maintain a website that contains information about us at
http://www.tapestry.com/investors/. The information found on, or otherwise accessible through, our website is not
incorporated into, and does not form a part of, this prospectus supplement, the accompanying prospectus or any
other report or document we file with or furnish to the SEC.
As permitted by SEC rules, this prospectus supplement and the accompanying 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 Notes. The registration statement, exhibits and schedules are available through the SEC's website.
INCORPORATION BY REFERENCE
In this prospectus supplement, we "incorporate by reference" certain information that we file with 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 July 1, 2023 (filed on August 17, 2023)
(the "2023 Form 10-K");
·
Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (filed on November 9,
2023);
·
Our Current Reports on Form 8-K (filed on August 10, 2023, September 1, 2023, September 19, 2023,
November 3, 2023, November 6, 2023 and November 9, 2023; and
·
The portions of our Definitive Proxy Statement on Schedule 14A (filed on September 22, 2023) which
were incorporated by reference into the 2023 Form 10-K.
All documents and reports that we have filed 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.
In addition, the following information that Capri has filed with the SEC is incorporated by reference into this
prospectus supplement:
·
The risk factors set forth in Part I, Item 1A. of Capri's Annual Report on Form 10-K for the fiscal year
ended April 1, 2023 (filed on May 31, 2023) (the "Capri 2023 Form 10-K"); and
·
The risk factors set forth in Part II, Item 1A. of Capri's Quarterly Report on Form 10-Q for the quarter
ended July 1, 2023 (filed on August 10, 2023) (the "Capri First Quarter Form 10-Q").
You may request a copy of these filings, other than an exhibit to these filings unless we have specifically
included or incorporated that exhibit by reference into the filing, at no cost, by writing or telephoning us at the
following address:
Tapestry, Inc.
10 Hudson Yards
New York, NY 10001
Attention: Investor Relations
Telephone: 212-946-8400
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TABLE OF CONTENTS
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus supplement, and the documents incorporated by reference in this prospectus supplement, may
contain certain "forward-looking statements" within the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act,
and are based on management's current expectations, that involve risks and uncertainties that could cause our actual
results to differ materially from our 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 "may,"
"can," "continue," "project," "assumption," "should," "expect," "confidence," "goals," "trends," "anticipate,"
"intend," "estimate," "on track," "future," "well positioned to," "plan," "potential," "position," "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 statements involve risks,
uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, our
results 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. We assume no obligation to revise or update any such forward-looking statements for any reason, except
as required by law.
Our actual results could differ materially from the results contemplated by these forward-looking statements
and are subject to a number of risks, uncertainties, estimates and assumptions that may cause actual results to differ
materially from current expectations due to a number of factors, including, but not limited to:
·
the impact of economic conditions, recession and inflationary measures;
·
the impact of the coronavirus pandemic;
·
our exposure to international risks, including currency fluctuations and changes in economic or political
conditions in the markets where we sell or source our products;
·
our ability to retain the value of our brands and to respond to changing fashion and retail trends in a timely
manner, including our ability to execute on our e-commerce and digital strategies;
·
our ability to successfully implement the initiatives under our 2025 growth strategy;
·
the effect of existing and new competition in the marketplace;
·
our ability to control costs;
·
the effect of seasonal and quarterly fluctuations on our sales or operating results;
·
the risk of cyber security threats and privacy or data security breaches;
·
our ability to protect against infringement of our trademarks and other proprietary rights;
·
the impact of tax and other legislation;
·
the risks associated with potential changes to international trade agreements and the imposition of
additional duties on importing our products;
·
our ability to achieve intended benefits, cost savings and synergies from acquisitions, including our
proposed acquisition of Capri;
·
the impact of pending and potential future legal proceedings; and
·
the risks associated with climate change and other corporate responsibility issues.
These factors are not necessarily all of the factors that could cause actual results to differ materially from those
expressed in any of our forward-looking statements. 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-15 of this prospectus supplement and in Part I, Item 1A of the 2023 Form 10-K, which we have filed with the
SEC and is incorporated by reference herein, and in future filings with the SEC. 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-4

TABLE OF CONTENTS
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and therein. This summary does not contain all of
the information that you may wish to consider before investing in the Notes. You should read this entire prospectus
supplement, the accompanying prospectus and the documents incorporated by reference herein and therein carefully,
including the risks of investing in the Notes discussed under "Risk Factors."
In addition, any reference to or description of the Euro Notes Offering herein is in each case wholly subject to a
separate prospectus supplement pursuant to which the Euro Notes are being offered, and you should not rely on this
prospectus supplement or the accompanying prospectus in making an investment decision to purchase the Euro
Notes.
The Company
We are a leading New York-based house of iconic accessories and lifestyle brands. Our global house of brands
unites the magic of Coach, kate spade new york and Stuart Weitzman. Each of our brands are unique and
independent, while sharing a commitment to innovation and authenticity defined by distinctive products and
differentiated customer experiences across channels and geographies. We use our collective strengths to move our
customers and empower our communities, to make the fashion industry more sustainable, and to build a company
that's equitable, inclusive, and diverse. Individually, our brands are iconic. Together, we can stretch what's possible.
Our Brands
The Company has three reportable segments:
·
Coach - Includes global sales primarily of Coach brand products to customers through Coach operated
stores, including e-commerce sites and concession shop-in-shops, sales to wholesale customers and
through independent third-party distributors. This segment represented 74.5% of total net sales in fiscal
2023.
·
Kate Spade - Includes global sales primarily of kate spade new york brand products to customers through
Kate Spade operated stores, including e-commerce sites and concession shop-in-shops, sales to wholesale
customers and through independent third-party distributors. This segment represented 21.3% of total net
sales in fiscal 2023.
·
Stuart Weitzman - Includes global sales of Stuart Weitzman brand products primarily through Stuart
Weitzman operated stores, sales to wholesale customers, through e-commerce sites and through
independent third-party distributors. This segment represented 4.2% of total net sales in fiscal 2023.
Coach
Coach is a global fashion house of accessories and lifestyle collections, founded in New York in 1941. Inspired
by the vision of Expressive Luxury and the inclusive and courageous spirit of its hometown, the brand makes
beautiful things, crafted to last for you to be yourself in. Coach has built a legacy of craft and a community that
champions the courage to be real.
Kate Spade
Since its launch in 1993 with a collection of six essential handbags, kate spade new york has always been
colorful, bold and optimistic. Today, it is a global lifestyle brand that designs extraordinary things for the everyday,
delivering seasonal collections of handbags, ready-to-wear, jewelry, footwear, gifts, home décor and more. Known
for its rich heritage and unique brand DNA, kate spade new york offers a distinctive point of view, and celebrates
communities of women around the globe who live their perfectly imperfect lifestyles.
Stuart Weitzman
Founded in 1986, Stuart Weitzman has been inspired by women who are confident, sexy, bold and, above all,
strong. By combining its artisanal Spanish craftsmanship and precisely engineered fit, the New York City based
global luxury footwear brand creates shoes that empower women to stand strong.
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Recent Developments
Proposed Capri Acquisition
On August 10, 2023, we entered into an Agreement and Plan of Merger (as it may be amended, supplemented
or otherwise modified in accordance with its terms, the "Merger Agreement") by and among the Company, Sunrise
Merger Sub, Inc., a direct wholly owned subsidiary of the Company ("Merger Sub"), and Capri Holdings Limited
("Capri"), which contemplates, among other things and on the terms and subject to the conditions set forth therein,
the merger of Merger Sub with and into Capri, with Capri surviving the merger as a wholly owned subsidiary of the
Company (the "Merger"). Under the terms of the Merger Agreement, we have agreed to acquire (the "Capri
Acquisition") all of Capri's ordinary shares issued and outstanding as of immediately prior to the effective time of
the Merger (other than (a) Capri's ordinary shares that are issued and outstanding immediately prior to the effective
time of the Merger that are owned or held in treasury by Capri or by the Company or any of its direct or indirect
subsidiaries and (b) Capri's ordinary shares that are issued and outstanding immediately prior to the effective time of
the Merger that are held by holders who have properly exercised dissenters' rights in accordance with, and who have
complied with, Section 179 of the BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands) in
cash at a purchase price of $57.00 per share, without interest, subject to any required tax withholding as provided in
the Merger Agreement. The transaction values Capri at an enterprise value of approximately $8.5 billion, and is
expected to close during calendar year 2024.
Financing Transactions
We intend to fund the purchase price of the Capri Acquisition and to pay related fees and expenses with a
combination of cash on hand, cash on hand at Capri, anticipated future cash flow and new debt, including the
proceeds from this offering, the New Term Loan Facilities (as defined below) and the Euro Notes Offering. We refer
in this prospectus supplement to (i) the borrowings under the New Term Loan Facilities and the Revolving Facility
(as defined below), if any, (ii) the consummation of this offering and (iii) the consummation of the Euro Notes
Offering as the "Financing Transactions."
New Term Loan Facilities
On August 30, 2023, we entered into a definitive credit agreement (as amended, supplemented or otherwise
modified from time to time prior to the date hereof, the "New Term Loan Agreement") whereby Bank of America
N.A., as administrative agent, the other agents party thereto, and a syndicate of banks and financial institutions have
committed to lend to us, subject to the satisfaction or waiver of the conditions set forth in the New Term Loan
Agreement, a $1.050 billion unsecured term loan facility maturing three years after the term loans thereunder are
borrowed (the "Three-Year Term Loan Facility") and a $350.0 million term loan facility maturing five years after the
term loans thereunder are borrowed (the "Five-Year Term Loan Facility"; and collectively with the Three-Year Term
Loan Facility, the "New Term Loan Facilities").
Revolving Facility
On August 30, 2023, we amended our Existing Credit Agreement (as defined below), originally dated as of
May 11, 2022, among us, as borrower, certain of our subsidiaries, as guarantors, Bank of America N.A., as
administrative agent (the "Administrative Agent"), and the financial institutions parties thereto as lenders
(the "Existing Credit Agreement") pursuant to Amendment No. 1 to Credit Agreement dated as of August 30, 2023,
among the Company, the Administrative Agent, and the financial institutions party thereto as lenders
(the "Amendment"; the Existing Credit Agreement, as amended pursuant to the Amendment and as further
amended, supplemented or otherwise modified from time to time prior to the date hereof, the "Amended Credit
Agreement"; and the Amended Credit Agreement, together with the New Term Loan Agreement, the "Credit
Agreements").
Under the Amended Credit Agreement, a syndicate of financial institutions and other lenders agreed to increase
existing commitments or provide new commitments under the revolving credit facility (the "Revolving Facility"),
resulting in an increase in the aggregate commitments under the Revolving Facility from $1.25 billion to
$2.0 billion. Up to $250.0 million of the Revolving Facility will be available on a funds-certain basis to fund the
purchase price of the Capri Acquisition and to pay related fees and expenses.
Euro Notes Offering
Substantially concurrently with or shortly after this offering, we expect to offer, by means of a separate
prospectus supplement, euro-denominated notes at various maturities as additional financing for the Capri
Acquisition. The
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completion of the Euro Notes Offering is not conditioned on the closing of the Capri Acquisition or the
consummation of this offering. However, we expect the Euro Notes will be subject to a special mandatory
redemption provision that will require us to redeem the Euro Notes if the Capri Acquisition has not been
consummated by the specified special mandatory redemption date. We cannot assure you that the Euro Notes
Offering will be completed on the terms described herein, or at all. This prospectus supplement is not an offer to sell
or a solicitation of an offer to buy any Euro Notes being offered in the Euro Notes Offering.
Bridge Facility
In connection with our entry into the Merger Agreement, we entered into a commitment letter, dated as of
August 10, 2023, with Bank of America, N.A. and the other commitment parties party thereto, pursuant to which
such commitment parties committed to provide a 364-day senior unsecured bridge loan facility in an aggregate
principal amount of up to $8.0 billion (the "Bridge Facility") to fund the purchase price of the Capri Acquisition and
to pay related fees and expenses. As a result of us entering into the New Term Loan Agreement and the
commitments thereunder with respect to the New Term Loan Facilities, the Bridge Facility commitments were
reduced to $6.6 billion. Such Bridge Facility commitments will further be reduced by an amount equal to the
aggregate net proceeds of this offering and the Euro Notes Offering. Although we do not currently expect to incur
any borrowings under the Bridge Facility, there can be no assurance that such borrowings will not be made. In that
regard, we may be required to borrow under the Bridge Facility if we do not generate sufficient net proceeds from
this offering, the New Term Loan Facilities, the Revolving Facility and the Euro Notes Offering to finance the Capri
Acquisition.
This offering is not contingent on the consummation of the Capri Acquisition, which, if completed, will occur
subsequent to the closing of this offering. However, if (i) the Capri Acquisition has not been completed by the
special mandatory redemption end date, (ii) prior to the special mandatory redemption end date, the Merger
Agreement is terminated in accordance with its terms or (iii) we otherwise notify the trustee that we will not pursue
the consummation of the Capri Acquisition, we will be required to redeem all of the Notes of each series at the
special mandatory redemption price. See "Use of Proceeds" and "Description of the Notes--Special Mandatory
Redemption."
Corporate Information
Founded in 1941, Coach, Inc., the predecessor to Tapestry, Inc., was incorporated in the state of Maryland in
2000. During fiscal 2015, the Company acquired Stuart Weitzman Holdings LLC, a luxury women's footwear
company. During the first quarter of fiscal 2018, the Company acquired Kate Spade & Company, a lifestyle
accessories and ready-to-wear company. Later in fiscal 2018, the Company changed its name to Tapestry, Inc.
The address of our principal executive offices and our telephone number at that location is:
Tapestry, Inc.
10 Hudson Yards
New York, New York 10001
(212) 946-8400
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