UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

---

KATE SPADE & COMPANY

(Name of Subject Company)

 

CHELSEA MERGER SUB INC.

(Offeror)

 

COACH, INC.

(Names of Filing Persons)

---

COMMON STOCK, PAR VALUE $1.00 PER SHARE

(Title of Class of Securities)

485865109

(CUSIP Number of Class of Securities)

Todd Kahn

President, Chief Administrative Officer & Secretary

Coach, Inc.

10 Hudson Yards

New York, New York 10001

(212) 594-1850

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Brian Mangino, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

801 17^th Street NW

Washington, District of Columbia 20006

---

CALCULATION OF FILING FEE

 

Transaction Valuation*	Amount of Filing Fee**
$2,383,828,854.00	$276,285.76

 

---

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Coach, Inc., a Maryland corporation (“Parent”), and Chelsea Merger Sub Inc., a Delaware corporation (“Merger Sub”) and a wholly owned direct subsidiary of Parent, with the Securities and Exchange Commission on May 26, 2017 (together with any subsequent amendments and supplements thereto, the “Schedule TO”).  The Schedule TO relates to the tender offer by Merger Sub for all of the outstanding shares of common stock, par value $1.00 per share (“Shares”), of Kate Spade & Company, a Delaware corporation (“Kate Spade”), at a price of $18.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated May 26, 2017 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment. This Amendment is being filed to reflect certain updates as reflected below.

Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.

Regulation M-A Item 1007

The Offer to Purchase and Item 7 of the Schedule TO (and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase under the following captions and Sections) are hereby amended as follows:

1.	The information set forth in Section 9 — “Source and Amount of Funds” –of the Offer to Purchase is hereby amended and supplemented by deleting the seventh paragraph of such Section labeled “Interest Rates and Fees” and replacing such paragraph with the following:

“Interest Rates and Fees.  Pursuant to the Credit Agreement, borrowings under the Term Loan Facilities and the Revolving Credit Facility bear interest at a rate per annum equal to, at the Borrowers’ option, either (a) the Alternate Base Rate (as defined below) or (b) the Adjusted LIBO Rate (as defined below) plus, in each case, the Applicable Rate (as defined below).  The Applicable Rate is adjusted by reference to the pricing grid set forth below (the “Pricing Grid”) based on the ratio of (a) consolidated debt plus 600% of consolidated lease expense to (b) consolidated EBITDAR (“Leverage Ratio”).  Additionally, Parent will pay commitment fees, calculated at a rate per annum determined in accordance with the Pricing Grid, on the average daily undrawn portion of the Term Loan Facilities and the full amount of the Revolving Credit Facility, payable quarterly in arrears, and certain fees with respect to letters of credit that are issued.

“Alternate Base Rate” means a rate per annum equal to the greatest of (a) Bank of America, N.A.’s “prime rate”, (b) the “federal funds effective rate” plus ½ of 1% and (c) the Adjusted LIBO Rate for a one month interest period in dollars plus 1%.

“Adjusted LIBO Rate” means an interest rate per annum equal to (a) the London Interbank Offered Rate (or a comparable or successor rate approved by Bank of America, N.A.) for deposits in the relevant currency, with a term equivalent to the relevant interest period multiplied by (b) the “statutory reserve rate.”

“Applicable Rate” means the applicable rate per annum set forth in the Pricing Grid below under the applicable heading (based on the Leverage Ratio applicable on such date) based on the type of loan.

Pricing Grid:

in the case of the Term Loan Facilities:

and, in the case of the Revolving Credit Facility:

For purposes of the foregoing,

(i)

if at any time Parent fails to deliver the financial statements on or before the date such financial statements are due under the Credit Agreement, Category 5 shall be deemed applicable for the period commencing three business days after the required date of delivery and ending on the date which is three business days after the financial statements are actually delivered, after which the Category shall be determined in accordance with the Pricing Grid;

(ii)

adjustments, if any, to the Category then in effect shall be effective three business days after the Administrative Agent has received the applicable financial statements (it being understood and agreed that each change in Category shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change);

(iii)

notwithstanding the foregoing, (A) for purposes of the Revolving Credit Facility only, Category 3 shall be deemed to be applicable until the Administrative Agent has received Parent’s first compliance certificate under the Credit Agreement and (B) for purposes of the Term Loan Facilities only, Category 5 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable financial statements for Parent’s second full fiscal quarter ending after the Closing Date and adjustments to the Category then in effect shall thereafter be effected in accordance with the Pricing Grid; and

(iv)

in the event that any compliance certificate delivered pursuant to the Credit Agreement is determined to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher “Applicable Rate” for any period (an “Applicable Period”) than the “Applicable Rate” applied for such Applicable Period, then (a) Parent shall promptly (and in any event within five business days) following such determination deliver to the Administrative Agent a corrected compliance certificate for such Applicable Period, (b) the “Applicable Rate” for such Applicable Period shall be determined as if the Leverage Ratio were determined based on the amounts set forth in such correct compliance certificate and (c) Parent shall promptly (and in any event within ten business days) following delivery of such corrected compliance certificate pay to the Administrative Agent the accrued additional interest owing as a result of such increased “Applicable Rate” for such Applicable Period.

 

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 16, 2017

 

EXHIBIT INDEX

 

---