UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On October 1, 2024, V.F. Corporation (“VF”) completed the previously announced sale of its Supreme® brand business (“Supreme”) to EssilorLuxottica S.A. (“Buyer”) pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of July 16, 2024, between VF and Buyer (the “Disposition”).
Buyer paid to VF an aggregate base purchase price of $1,500,000,000, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses as more fully set forth in the Purchase Agreement. VF will prepay certain indebtedness with the net cash proceeds of the Disposition pursuant to the terms of the Term Loan Agreement, dated as of August 11, 2022, as amended, by and among VF and the other parties thereto, within ten business days after VF’s receipt of such net cash proceeds.
The foregoing description of the Disposition and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was attached as Exhibit 2.1 to VF’s Current Report on Form 8-K filed with the SEC on July 17, 2024 and is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure |
On October 2, 2024, VF and Buyer issued a press release announcing the completion of the Disposition. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Unaudited Pro Forma Condensed Consolidated Financial Information.
VF expects to file the Unaudited Pro Forma Condensed Consolidated Balance Sheet of VF as of June 29, 2024 and the Unaudited Pro Forma Condensed Consolidated Statements of Operations of VF for the three months ended June 29, 2024 and for each of the years ended March 30, 2024, April 1, 2023 and April 2, 2022, giving effect to the sale of Supreme, in a current report on Form 8-K no later than October 7, 2024, which is the fourth business day after the completion of the Disposition.
| Exhibit |
Description | |
| 2.1* | Stock and Asset Purchase Agreement dated as of July 16, 2024 between V.F. Corporation and EssilorLuxottica S.A. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by VF with the SEC on July 17, 2024). | |
| 99.1 | Press Release issued by V.F. Corporation and EssilorLuxottica S.A., dated October 2, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. VF hereby agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request. |
SIGNATURES
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.
Date: October 2, 2024
| V.F. CORPORATION | ||
| By: | /s/ Jennifer S. Sim | |
| Name: | Jennifer S. Sim | |
| Title: | Chief Legal Officer & Corporate Secretary | |