Tapestry enters Wednesday market with five-part notes offering

Chicago, Nov. 15 – The anticipated acquisition financing deal from Tapestry Inc. surfaced in the Wednesday market, according to a 424B5 filing with the Securities and Exchange Commission.

The bond deal (Baa2/BBB) is being offered as a five-tranche transaction.

The company started investor calls on Monday for a multiple-tranche offering of dollar- and euro-denominated notes.

Each of the notes will have make-whole call options and then par call options a number of months before their respective maturity dates.

The notes will also have change-of-control put protection at 101.

BofA Securities, Inc., Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are listed as joint bookrunners.

U.S. Bank Trust Co., NA will be the trustee.

Latham & Watkins LLP and Venable LLP are advising Tapestry. Davis Polk & Wardwell LLP is working as counsel for the underwriters.

Tapestry will be using the notes to fund its $8.5 billion acquisition of Capri Holding for $57.00 per share.

Other funding will come from cash on hand, cash on hand at Capri, new term loan facilities and a notes offering denominated in euros.

Tapestry secured $8 billion in fully committed bridge financing from Bank of America NA and Morgan Stanley Senior Funding, Inc. in August. The company does not currently expect to need the bridge facility to close the acquisition.

There will be a special mandatory redemption for each of the notes at 101 if the acquisition does not close by Feb. 10, 2025.

Tapestry is a New York-based accessories and lifestyle brands group consisting of Coach, Kate Spade and Stuart Weitzman. Capri Holdings is a London-based fashion luxury group consisting of iconic, founder-led brands Versace, Jimmy Choo and Michael Kors.

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