UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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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. 6)

 

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KATE SPADE & COMPANY

(Name of Subject Company)

CHELSEA MERGER SUB INC.

(Offeror)

COACH, INC.

(Names of Filing Persons)

 

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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

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CALCULATION OF FILING FEE

 

 

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This Amendment No. 6 (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.

Items 1 through 9; Item 11

Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as follows:

“The Offer and all withdrawal rights thereunder expired at 5:00 p.m., New York City time, on July 10, 2017. The Depositary for the Offer has advised Parent and Merger Sub that, as of the expiration of the Offer, an aggregate of 96,384,196 Shares (excluding 3,767,075 shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement of satisfaction of such guarantee) were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 74.92% of the Shares then outstanding. All conditions to the Offer having been satisfied, Merger Sub accepted for payment all Shares that were validly tendered and not properly withdrawn pursuant to the Offer, and payment of the Offer Price for such shares will be promptly made by the Depositary.

On the morning of July 11, 2017, the business day immediately following completion of the Offer, Parent and Merger Sub expect to consummate the merger of Merger Sub with and into Kate Spade, with Kate Spade continuing as the Surviving Corporation, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the DGCL. In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares owned by (i) Coach, Kate Spade or any of their wholly-owned subsidiaries, which Shares will be cancelled and will cease to exist or (ii) any person who is entitled to and properly demands statutory appraisal of his, her or its Shares under Delaware law) will be automatically canceled and converted into the right to receive the Offer Price, without interest thereon and less any applicable withholding taxes.

Upon completion of the Merger, Kate Spade will become a wholly owned direct subsidiary of Parent. Following the Merger, all Shares will be delisted from the New York Stock Exchange.

A copy of the press release issued by Parent on July 10, 2017, announcing the completion of the Offer and the expected closing of the Merger is filed as Exhibit (a)(1)(O) hereto and is incorporated herein by reference.”

Regulation M-A Item 1016

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

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: July 11, 2017

 

EXHIBIT INDEX

 

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Exhibit (a)(1)(O)

 

FOR IMMEDIATE RELEASE

CONTACTS:

Coach

Analysts & Media:

Andrea Shaw Resnick

Global Head of Investor Relations and Corporate Communications

212/629-2618/AResnick@coach.com

Christina Colone

Senior Director, Investor Relations

212/946-7252/CColone@coach.com

 

COACH, INC. SUCCESSFULLY COMPLETES TENDER OFFER

TO ACQUIRE KATE SPADE & COMPANY

New York – July 10, 2017 – Coach, Inc. (NYSE: COH, SEHK: 6388), a leading New York design house of modern luxury accessories and lifestyle brands, today announced that its wholly owned subsidiary has successfully completed its previously announced tender offer for all of the outstanding shares of common stock, par value $1.00 per share, of Kate Spade & Company (NYSE: KATE), at a price of $18.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes.

  

The tender offer expired at 5:00 p.m. EDT on July 10, 2017.  Broadridge Corporate Issuer Solutions, Inc., the depositary for the tender offer, has advised Coach, Inc. that, as of the tender offer expiration, an aggregate of 96,384,196 Kate Spade & Company shares were validly tendered pursuant to the tender offer, representing approximately 75% of the Kate Spade & Company shares then outstanding.

The parties expect to complete the acquisition of all remaining outstanding shares of Kate Spade & Company on Tuesday, July 11, 2017, pursuant to a merger of Coach, Inc.’s wholly owned subsidiary into Kate Spade & Company. Following the merger Kate Spade & Company will be a wholly owned subsidiary of Coach, Inc. and its shares will be delisted from the New York Stock Exchange.

 

About Coach, Inc.

 

Coach, Inc. is a leading New York design house of modern luxury accessories and lifestyle brands.  The Coach brand was established in New York City in 1941, and has a rich heritage of pairing exceptional leathers and materials with innovative design. Coach is sold worldwide through Coach stores, select department stores and specialty stores, and through Coach’s website at www.coach.com.  In 2015, Coach acquired Stuart Weitzman, a global leader in designer footwear, sold in more than 70 countries and through its website at www.stuartweitzman.com. Coach, Inc.’s common stock is traded on the New York Stock Exchange under the symbol COH and Coach’s Hong Kong Depositary Receipts are traded on The Stock Exchange of Hong Kong Limited under the symbol 6388.

 

Neither the Hong Kong Depositary Receipts nor the Hong Kong Depositary Shares evidenced thereby have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to, or for the account of, a U.S. Person (within the meaning of Regulation S under the Securities Act), absent registration or an applicable exemption from the registration requirements. Hedging transactions involving these securities may not be conducted unless in compliance with the Securities Act.

Cautionary Statement Regarding Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the federal securities laws. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Coach, Inc. and its consolidated subsidiaries could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the parties are unable to successfully implement integration strategies; and other risks that are described in Coach, Inc.’s latest Annual Report on Form 10-K and its other filings with the SEC.

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