Tapestry to buy Capri Holdings for $57/sh cash, ~$8.5B EV, creating luxury house

TAPESTRY, INC.

Tapestry acquires Capri Holdings for $57.00 per share cash, ~59% premium to 30-day VWAP, total enterprise value ~$8.5B.
Combined company generated >$12B revenue and ~$2B adjusted operating profit in prior fiscal year; immediately accretive to Tapestry adjusted EPS.
Expects >$200M run-rate cost synergies within 3 years; Tapestry raises quarterly dividend 17% to $1.40/share annualized.
$8.0B fully committed bridge financing from Bank of America and Morgan Stanley secured; no financing condition.
Closing expected in calendar 2024 subject to Capri shareholder vote and regulatory approvals; termination fee of $240M if Capri backs out.

item 1.01 item 2.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Earnings Releases SEC 8-K Item 2.02 confidence 0.7

TAPESTRY, INC. updated its the prior fiscal year guidance (reaffirmed).

Period: the prior fiscal year
Guidance: reaffirmed
Result: preliminary results

Exact text from the filing

the Company expects to report annual revenue and earnings per diluted share consistent with its previously issued guidance range. Also on August 10, 2023, the Company held a conference call to discuss, among other things, the announcement and execution of the Merger Agreement and certain other information. A copy of the press release is attached hereto as Exhibit 99.1

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TAPESTRY, INC. entered into Agreement and Plan of Merger with Capri Holdings Limited (effective 2023-08-10).

Action: entry
Agreement: merger
Counterparty: Capri Holdings Limited
Effective: 2023-08-10

Exact text from the filing

On August 10, 2023, Tapestry, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares with BVI company number 2129509 incorporated under the laws of the territory of the British Virgin Islands and a wholly owned subsidiary of the Company (“Merger Sub”), and Capri Holdings Limited, a British Virgin Islands business company limited by shares with BVI company number 524407 incorporated under the laws of the territory of the British Virgin Islands (“Capri”).

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TAPESTRY, INC. filing history →

Source: SEC EDGAR

accession 0001140361-23-038946

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