0001157523-15-001305.txt : 20150424 0001157523-15-001305.hdr.sgml : 20150424 20150424163017 ACCESSION NUMBER: 0001157523-15-001305 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150318 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20150424 DATE AS OF CHANGE: 20150424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACH INC CENTRAL INDEX KEY: 0001116132 STANDARD INDUSTRIAL CLASSIFICATION: LEATHER & LEATHER PRODUCTS [3100] IRS NUMBER: 522242751 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-16153 FILM NUMBER: 15792172 BUSINESS ADDRESS: STREET 1: 516 WEST 34TH ST CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 2125941850 MAIL ADDRESS: STREET 1: 516 WEST 34TH ST CITY: NEW YORK STATE: NY ZIP: 10001 8-K/A 1 a51087324.htm COACH, INC. 8-K/A



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K/A
(Amendment No. 1)


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported):      March 18, 2015


Coach, Inc.

(Exact name of registrant as specified in its charter)


Maryland

 

1-16153

 

52-2242751

(State of
Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


516 West 34th Street, New York, NY 10001

(Address of principal executive offices) (Zip Code)


(212) 594-1850

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On March 18, 2015, Coach, Inc. filed with the Securities and Exchange Commission a Current Report on Form 8-K, dated March 18, 2015 (the “Form 8-K”).  The Form 8-K inadvertently included an incorrect date within the payment schedule for the term loan facility. The purpose of this Current Report on Form 8-K/A is to correct this date. 

Item 1.01 Entry into a Material Definitive Agreement.

On March 18, 2015, Coach, Inc. (the “Company”) announced that it entered into an Amendment and Restatement Agreement (the “Amendment and Restatement Agreement”), which amends and restates the Company’s Credit Agreement, dated as of June 18, 2012 (as amended by Amendment No. 1 dated March 26, 2013, Amendment No. 2 dated November 27, 2013 and Amendment No. 3 dated September 9, 2014 and as in effect prior to giving effect to the Amendment and Restatement Agreement, the “Existing Credit Agreement”), among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and a syndicate of banks and financial institutions (the “Lenders”) (the “Restated Credit Agreement”).

The Amendment and Restatement Agreement provides for a five-year senior unsecured term loan facility in an aggregate amount of $300 million, the full amount of which will be drawn at closing.  The term loan facility will be repaid in quarterly installments as follows: $3.75 million for September 30, 2015 through June 30, 2018, $7.50 million for September 30, 2018 through June 30, 2019 and $11.25 million for September 30, 2019 through December 31, 2019, and the remaining outstanding amount being due at maturity.  The Amendment and Restatement Agreement also extends the maturity date of the Company’s existing $700 million revolving credit facility.  The maturity date of the revolving credit facility under the Existing Credit Agreement was September 9, 2019.  Pursuant to the Amendment and Restatement Agreement, the maturity date of the revolving credit facility and the term loan facility will be March 18, 2020.

In the ordinary course of their business, the Lenders and certain of their affiliates have in the past or may in the future engage in investment and commercial banking or other transactions of a financial nature with the Company or its affiliates, including the provision of certain advisory services and the making of loans to the Company and its affiliates.  In particular, certain affiliates of the Lenders are agents and/or lenders under the Restated Credit Agreement.

This summary does not purport to be complete and is qualified in its entirety by reference to the Amendment and Restatement Agreement and other facility documentation which will be filed as exhibits to the Company’s next quarterly report on Form 10-Q.  Interested parties should read these documents in their entirety.

ITEM 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 above regarding the Amendment and Restatement Agreement is hereby incorporated by reference into this Item 2.03.

SIGNATURE

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.

Dated:

April 24, 2015

 

COACH, INC.

 

 

 

By:

/s/ Todd Kahn

Todd Kahn

Global Corporate Affairs Officer,

General Counsel and Secretary