8-K
Capri Holdings Ltd (CPRI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 2, 2025
| CAPRI HOLDINGS LTD |
|---|
(Exact name of Registrant as Specified in its Charter)
001-35368
(Commission File Number)
| British Virgin Islands | N/A |
|---|---|
| (State or other jurisdiction<br>of incorporation) | (I.R.S. Employer<br>Identification No.) |
90 Whitfield Street
2nd Floor
London, United Kingdom
W1T 4EZ
(Address of Principal Executive Offices)
44 207 632 8600
(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)) | |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on which RegisteredOrdinary Shares, no par valueCPRINew York Stock Exchange
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).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
| --- | --- |
| ITEM 2.01 | COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. |
| --- | --- |
On December 2, 2025, Capri Holdings Limited (“the Company”) completed the previously disclosed sale of certain subsidiaries of the Company which operated its Versace business to Prada S.p.A (“Prada”) for an aggregate purchase price of $1.375 billion in cash, subject to certain adjustments, including for net indebtedness, working capital and transaction expenses. The transaction was consummated pursuant to the Stock Purchase Agreement, dated April 10, 2025, between the Company and Prada.
| ITEM 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
|---|
On December 2, 2025, the Company entered into a retention and performance bonus agreement (the “Retention Agreement”) with Krista McDonough, Chief Legal and Sustainability Officer, in order to incentivize Ms. McDonough to remain employed with the Company and to recognize her substantial contributions in connection with the recent sale of Versace. Subject to the terms and conditions set forth in the Retention Agreement, the Company will provide Ms. McDonough with a retention bonus in the amount of $325,000 (the “Retention Bonus”) payable in a lump sum in the earliest practicable pay period following the date of the Retention Agreement. Ms. McDonough will be obligated to repay to the Company the gross amount of the Retention Bonus if she terminates her employment (other than for good reason or due to death or disability) or the Company terminates her employment for cause prior to the date that is twelve (12) months following the date the Retention Bonus was paid to her. Ms. McDonough’s repayment obligation will terminate upon a change in control of the Company.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
|---|
On December 2, 2025, the Company issued a press release with respect to the closing of the transaction. A copy of the press release is attached to this Current Report on Form 8-K under Exhibit 99.1.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
|---|
(b) Pro Forma Financial Information.
The following unaudited pro forma condensed consolidated financial statements of Capri Holdings, Ltd. reflecting the sale of the Versace business are filed as Exhibit 99.2 to this Current Report on Form 8-K:
• Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 27, 2025;
• Unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended September 27, 2025 and for the fiscal years ended March 29, 2025, March 30, 2024 and April 1, 2023.
(d) Exhibits.
| Exhibit<br>No. | |
|---|---|
| 99.1 | Press Release issued by Capri Holdings Limited, dated December 2, 2025 |
| 99.2 | Unaudited Pro Forma Condensed Consolidated Financial Information |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, thereunto duly authorized.
| CAPRI HOLDINGS LIMITED | ||
|---|---|---|
| Date: December 2, 2025 | ||
| By: | /s/ Rajal Mehta | |
| Name: | Rajal Mehta | |
| Title: | Interim Chief Financial Officer |
Document
Exhibit 99.1
Capri Holdings Completes Sale of Versace
London — December 2, 2025 — Capri Holdings Limited (NYSE:CPRI), a global fashion luxury group, today announced that it has completed the previously announced sale of Versace to Prada S.p.A. (HKSE:1913) for $1.375 billion in cash subject to certain adjustments.
John D. Idol, the Company's Chairman and Chief Executive Officer, said, "With the successful completion of the sale of Versace, we plan to use the proceeds to repay the majority of our debt, which will substantially strengthen our balance sheet. As a result, this transaction will significantly reduce our leverage ratio and provide greater financial flexibility to both invest in our growth as well as return capital to shareholders in the future. We remain focused on executing our strategic initiatives across Michael Kors and Jimmy Choo to maximize the potential of our iconic brands. Looking ahead, we believe we are on track to stabilize our business this year while establishing a solid foundation for a return to growth in fiscal 2027."
Mr. Idol concluded, "I would like to express my gratitude to the entire Versace team for their dedication and contributions. In particular I would like to recognize Donatella Versace, Dario Vitale and Emmanuel Gintzburger for their outstanding leadership and commitment to the brand's evolution. I wish the Versace team continued success in the future, and believe Prada is the ideal partner to guide this celebrated luxury house into its next era of growth."
About Capri Holdings Limited
Capri Holdings is a global fashion luxury group consisting of iconic brands Michael Kors and Jimmy Choo. Our commitment to glamorous style and craftsmanship is at the heart of each of our luxury brands. We have built our reputation on designing exceptional, innovative products that cover the full spectrum of fashion luxury categories. Our strength lies in the unique DNA and heritage of each of our brands, the diversity and passion of our people and our dedication to the clients and communities we serve. Capri Holdings Limited is publicly listed on the New York Stock Exchange under the ticker CPRI.
Forward-Looking Statements
This press release contains statements which are, or may be deemed to be, “forward-looking statements.” Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Capri about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. All statements other than statements of historical facts included herein, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “plans”, “believes”, “expects”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “might” or similar words or phrases, are forward-looking statements. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions, which could cause actual results to differ materially from those projected or implied in any forward-looking statements. These risks, uncertainties and other factors are outlined in Capri's disclosure filings and materials, which you can find on http://www.capriholdings.com, such as its Form 10-K, Form 10-Q and Form 8-K reports that have been filed with the U.S. Securities and Exchange Commission. Please consult these documents for a more complete understanding of these risks and uncertainties. Any forward-looking statement in this press release speaks only as of the date made and Capri disclaims any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.
CONTACTS:
Investor Relations:
Jennifer Davis
+1 (201) 514-8234
Jennifer.Davis@CapriHoldings.com
Media:
Press@CapriHoldings.com
Document
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
On April 10, 2025, Capri Holdings Limited (“Capri”, the “Company”, “we”, “our” and “us”) and Prada S.p.A. (“Prada”) entered into a Stock Purchase Agreement (the “Agreement”) whereby Prada agreed to acquire certain subsidiaries of Capri which operate Capri’s former Versace business (the “Business” or “Versace”). The sale was completed on December 2, 2025 (the “Transaction Date”). Pursuant to the Agreement, and subject to the terms and conditions thereof, the Company contributed all shares of such subsidiaries to Prada for an aggregate purchase price of $1.375 billion in cash, subject to customary post-closing adjustments (the “Transaction”).
The following unaudited Pro Forma Condensed Consolidated Financial Statements as of and for the six months ended September 27, 2025 have been derived from the unaudited consolidated financial statements of the Company. The unaudited Pro Forma Condensed Consolidated Statements of Operations for the years ended March 29, 2025, March 30, 2024, and April 1, 2023 have been derived from the audited consolidated financial statements of the Company. The unaudited Pro Forma Condensed Consolidated Financial Statements of Operations are presented to illustrate the Company’s results as if the Transaction occurred on April 3, 2022, the beginning of the earliest period presented, and reflect the reclassification of Versace as discontinued operations for all periods presented. The following unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 27, 2025 reflects the Company’s financial position as if the Transaction had occurred on September 27, 2025. The adjustments in the “Transaction Accounting Adjustments” column in the unaudited Pro Forma Condensed Consolidated Statements of Operations for the six months ended September 27, 2025 and the year ended March 29, 2025 and unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 27, 2025 give effect to the Transaction as if it had occurred as of March 31, 2024 and September 27, 2025, respectively. The adjustments included within the “Versace Disposal” column of the unaudited Pro Forma Condensed Consolidated Financial Statements are consistent with the guidance for discontinued operations in accordance with accounting principles generally accepted in the United States of America. The adjustments included within the “Transaction Accounting Adjustments” column reflect the impact of events that are directly attributable to the Transaction, are factually supportable, and with respect to the unaudited Pro Forma Condensed Consolidated Statements of Operations, are expected to have a continuing impact on Capri. As a result of contractual provisions included in the Company’s Amended and Restated Credit Agreement dated February 4, 2025, mandatory prepayment of the 2025 Term Loans is required as of the close of the Transaction resulting in the presentation of the repayment within the “Transaction Accounting Adjustments” column as part of the unaudited Pro Forma Condensed Consolidated Financial Statements.
The unaudited Pro Forma Condensed Consolidated Financial Statements have been prepared in accordance with Article 11 of Regulation S-X, as amended, and are based upon management’s estimates utilizing the best available information and are subject to the assumptions and adjustments described below and in the accompanying notes to the unaudited Pro Forma Condensed Consolidated Financial Statements. They are not intended to be a complete representation of the Company’s financial position or results of operations had the Transaction occurred as of the period indicated. In addition, the unaudited Pro Forma Condensed Consolidated Financial Statements are provided for illustrative and informational purposes only and are not necessarily indicative of the Company’s future results of operations or financial condition had the Transaction been completed on the date assumed. The unaudited Pro Forma Condensed Consolidated Financial Statements should be read in conjunction with the Company’s historical consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended March 29, 2025 and the Company’s Quarterly Report on Form 10-Q for the six months ended September 27, 2025, as well as the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of such reports.
| CAPRI HOLDINGS LIMITED AND SUBSIDIARIES | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET | |||||||||||
| As of September 27, 2025 | |||||||||||
| (In millions) | |||||||||||
| (Unaudited) | |||||||||||
| Capri Consolidated | Versace Disposal | Capri Continuing Operations | Transaction Accounting Adjustments | Notes | Capri Pro Forma | ||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | 221 | $ | 101 | $ | 120 | $ | 643 | (a)(e) | $ | 763 |
| Receivables, net | 282 | 65 | 217 | — | 217 | ||||||
| Inventories, net | 960 | 194 | 766 | — | 766 | ||||||
| Prepaid expenses and other current assets | 242 | 39 | 203 | — | 203 | ||||||
| Total current assets | 1,705 | 399 | 1,306 | 643 | 1,949 | ||||||
| Property and equipment, net | 507 | 124 | 383 | — | 383 | ||||||
| Operating lease right-of-use assets | 1,360 | 475 | 885 | — | 885 | ||||||
| Intangible assets, net | 1,157 | 577 | 580 | — | 580 | ||||||
| Goodwill | 731 | 528 | 203 | — | 203 | ||||||
| Deferred tax assets | 1 | — | 1 | — | 1 | ||||||
| Other assets | 156 | 58 | 98 | — | 98 | ||||||
| Total assets | $ | 5,617 | $ | 2,161 | $ | 3,456 | $ | 643 | $ | 4,099 | |
| Liabilities and Shareholders’ Equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | 479 | $ | 109 | $ | 370 | $ | — | $ | 370 | |
| Accrued payroll and payroll related expenses | 117 | 32 | 85 | — | 85 | ||||||
| Accrued income taxes | 87 | 3 | 84 | — | 84 | ||||||
| Short-term operating lease liabilities | 367 | 113 | 254 | — | 254 | ||||||
| Short-term debt | 11 | — | 11 | — | 11 | ||||||
| Accrued expenses and other current liabilities | 301 | 71 | 230 | 39 | (b)(d)(e) | 269 | |||||
| Total current liabilities | 1,362 | 328 | 1,034 | 39 | 1,073 | ||||||
| Long-term operating lease liabilities | 1,323 | 464 | 859 | — | 859 | ||||||
| Deferred tax liabilities | 180 | 113 | 67 | — | 67 | ||||||
| Long-term debt | 1,764 | 11 | 1,753 | (724) | (e) | 1,029 | |||||
| Other long-term liabilities | 1,058 | 16 | 1,042 | — | 1,042 | ||||||
| Total liabilities | 5,687 | 932 | 4,755 | (685) | 4,070 | ||||||
| Commitments and contingencies | — | — | — | — | — | ||||||
| Shareholders’ equity | |||||||||||
| Ordinary shares, no par value | — | — | — | — | — | ||||||
| Treasury shares, at cost | (5,464) | — | (5,464) | — | (5,464) | ||||||
| Additional paid-in capital | 1,501 | — | 1,501 | — | 1,501 | ||||||
| Accumulated other comprehensive loss | (433) | (22) | (411) | — | (411) | ||||||
| Retained earnings | 4,322 | 1,251 | 3,071 | 1,328 | (c)(f) | 4,399 | |||||
| Total shareholders’ equity of Capri | (74) | 1,229 | (1,303) | 1,328 | 25 | ||||||
| Noncontrolling interest | 4 | — | 4 | — | 4 | ||||||
| Total shareholders’ equity | (70) | 1,229 | (1,299) | 1,328 | 29 | ||||||
| Total liabilities and shareholders’ equity | $ | 5,617 | $ | 2,161 | $ | 3,456 | $ | 643 | $ | 4,099 |
| CAPRI HOLDINGS LIMITED AND SUBSIDIARIES | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||
| For the six months ended September 27, 2025 | |||||||||||
| (In millions, except share and per share data) | |||||||||||
| (Unaudited) | |||||||||||
| Capri Consolidated | Versace Disposal | Capri Continuing Operations | Transaction Accounting Adjustments | Notes | Capri Pro Forma | ||||||
| Total revenue | $ | 2,039 | $ | 386 | $ | 1,653 | $ | — | $ | 1,653 | |
| Cost of goods sold | 744 | 115 | 629 | — | 629 | ||||||
| Gross profit | 1,295 | 271 | 1,024 | — | 1,024 | ||||||
| Selling, general and administrative expenses | 1,198 | 262 | 936 | — | 936 | ||||||
| Depreciation and amortization | 65 | 5 | 60 | — | 60 | ||||||
| Impairment of assets | 21 | — | 21 | — | 21 | ||||||
| Restructuring and other expense | 7 | 4 | 3 | — | 3 | ||||||
| Total operating expenses | 1,291 | 271 | 1,020 | — | 1,020 | ||||||
| Income from operations | 4 | — | 4 | — | 4 | ||||||
| Other expense (income), net | — | 1 | (1) | — | (1) | ||||||
| Interest income, net | (35) | — | (35) | (20) | (g) | (55) | |||||
| Foreign currency gain | (8) | (6) | (2) | — | (2) | ||||||
| Income before provision for income taxes | 47 | 5 | 42 | 20 | 62 | ||||||
| Provision for income taxes | 22 | 2 | 20 | — | 20 | ||||||
| Net income | 25 | 3 | 22 | 20 | 42 | ||||||
| Less: Net income attributable to noncontrolling interest | — | — | — | — | — | ||||||
| Net income attributable to Capri | $ | 25 | $ | 3 | $ | 22 | $ | 20 | $ | 42 | |
| Weighted average ordinary shares outstanding: | |||||||||||
| Basic | 119,293,324 | 119,293,324 | |||||||||
| Diluted | 119,653,017 | 119,653,017 | |||||||||
| Net income per ordinary share attributable to Capri: | |||||||||||
| Basic | $ | 0.22 | $ | 0.36 | |||||||
| Diluted | $ | 0.22 | $ | 0.35 |
| CAPRI HOLDINGS LIMITED AND SUBSIDIARIES | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||
| For the fiscal year ended March 29, 2025 | |||||||||||
| (In millions, except share and per share data) | |||||||||||
| (Unaudited) | |||||||||||
| Capri Consolidated | Versace Disposal | Capri Continuing Operations | Transaction Accounting Adjustments | Notes | Capri Pro Forma | ||||||
| Total revenue | $ | 4,442 | $ | 821 | $ | 3,621 | $ | — | $ | 3,621 | |
| Cost of goods sold | 1,616 | 246 | 1,370 | — | 1,370 | ||||||
| Gross profit | 2,826 | 575 | 2,251 | — | 2,251 | ||||||
| Selling, general and administrative expenses | 2,581 | 583 | 1,998 | — | 1,998 | ||||||
| Depreciation and amortization | 193 | 61 | 132 | — | 132 | ||||||
| Impairment of assets | 797 | 655 | 142 | — | 142 | ||||||
| Restructuring and other expense | 7 | 2 | 5 | — | 5 | ||||||
| Total operating expenses | 3,578 | 1,301 | 2,277 | — | 2,277 | ||||||
| Loss from operations | (752) | (726) | (26) | — | (26) | ||||||
| Other expense, net | 8 | — | 8 | — | 8 | ||||||
| Interest income, net | (37) | — | (37) | (1) | (e)(g) | (38) | |||||
| Foreign currency loss (gain) | 4 | (1) | 5 | — | 5 | ||||||
| (Loss) Income before income taxes | (727) | (725) | (2) | 1 | (1) | ||||||
| Provision (benefit) for income taxes | 452 | (72) | 524 | — | 524 | ||||||
| Net (loss) income | (1,179) | (653) | (526) | 1 | (525) | ||||||
| Less: Net income attributable to noncontrolling interest | 3 | — | 3 | — | 3 | ||||||
| Net (loss) income attributable to Capri | $ | (1,182) | $ | (653) | $ | (529) | $ | 1 | $ | (528) | |
| Weighted average ordinary shares outstanding: | |||||||||||
| Basic | 118,256,350 | 118,256,350 | |||||||||
| Diluted | 118,256,350 | 118,256,350 | |||||||||
| Net loss per ordinary share attributable to Capri: | |||||||||||
| Basic | $ | (10.00) | $ | (4.47) | |||||||
| Diluted | $ | (10.00) | $ | (4.47) |
| CAPRI HOLDINGS LIMITED AND SUBSIDIARIES | ||||||
|---|---|---|---|---|---|---|
| PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
| For the fiscal year ended March 30, 2024 | ||||||
| (In millions, except share and per share data) | ||||||
| (Unaudited) | ||||||
| Capri Consolidated | Versace Disposal | Capri Pro Forma | ||||
| Total revenue | $ | 5,170 | $ | 1,030 | $ | 4,140 |
| Cost of goods sold | 1,831 | 306 | 1,525 | |||
| Gross profit | 3,339 | 724 | 2,615 | |||
| Selling, general and administrative expenses | 2,784 | 652 | 2,132 | |||
| Depreciation and amortization | 188 | 56 | 132 | |||
| Impairment of assets | 575 | 283 | 292 | |||
| Restructuring and other expense | 33 | 33 | — | |||
| Total operating expenses | 3,580 | 1,024 | 2,556 | |||
| (Loss) income from operations | (241) | (300) | 59 | |||
| Other (income) expense, net | (1) | 4 | (5) | |||
| Interest expense, net | 6 | — | 6 | |||
| Foreign currency loss | 37 | — | 37 | |||
| (Loss) income before income taxes | (283) | (304) | 21 | |||
| (Benefit) provision for income taxes | (54) | (62) | 8 | |||
| Net (loss) income | (229) | (242) | 13 | |||
| Less: Net income attributable to noncontrolling interest | — | — | — | |||
| Net (loss) income attributable to Capri | $ | (229) | $ | (242) | $ | 13 |
| Weighted average ordinary shares outstanding: | ||||||
| Basic | 117,014,420 | 117,014,420 | ||||
| Diluted | 117,014,420 | 118,057,806 | ||||
| Net (loss) income per ordinary share attributable to Capri: | ||||||
| Basic | $ | (1.96) | $ | 0.11 | ||
| Diluted | $ | (1.96) | $ | 0.11 |
| CAPRI HOLDINGS LIMITED AND SUBSIDIARIES | ||||||
|---|---|---|---|---|---|---|
| PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
| For the fiscal year ended April 1, 2023 | ||||||
| (In millions, except share and per share data) | ||||||
| (Unaudited) | ||||||
| Capri Consolidated | Versace Disposal | Capri Pro Forma | ||||
| Total revenue | $ | 5,619 | $ | 1,106 | $ | 4,513 |
| Cost of goods sold | 1,895 | 277 | 1,618 | |||
| Gross profit | 3,724 | 829 | 2,895 | |||
| Selling, general and administrative expenses | 2,708 | 615 | 2,093 | |||
| Depreciation and amortization | 179 | 51 | 128 | |||
| Impairment of assets | 142 | 2 | 140 | |||
| Restructuring and other expense (income) | 16 | 19 | (3) | |||
| Total operating expenses | 3,045 | 687 | 2,358 | |||
| Income from operations | 679 | 142 | 537 | |||
| Other income, net | (3) | — | (3) | |||
| Interest expense, net | 24 | — | 24 | |||
| Foreign currency loss (gain) | 10 | (2) | 12 | |||
| Income before income taxes | 648 | 144 | 504 | |||
| Provision (benefit) for income taxes | 29 | 45 | (16) | |||
| Net income | 619 | 99 | 520 | |||
| Less: Net income attributable to noncontrolling interest | 3 | — | 3 | |||
| Net income attributable to Capri | $ | 616 | $ | 99 | $ | 517 |
| Weighted average ordinary shares outstanding: | ||||||
| Basic | 132,532,009 | 132,532,009 | ||||
| Diluted | 134,002,480 | 134,002,480 | ||||
| Net income per ordinary share attributable to Capri: | ||||||
| Basic | $ | 4.65 | $ | 3.90 | ||
| Diluted | $ | 4.60 | $ | 3.86 |
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma condensed consolidated financial statements include the following pro forma adjustments:
Versace Disposal Adjustments:
These adjustments reflect the elimination of assets, liabilities, equity and operations attributable to Versace. This disposal meets the criteria for Versace to be presented as discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations.
Transaction Accounting Adjustments:
(a)Reflects $1.375 billion of estimated cash consideration received from Prada from the sale of Versace. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Agreement.
(b)Subsequent to September 27, 2025, the Company anticipates it will incur additional non-recurring costs of approximately $12 million of Transaction advisory and professional fees to be incurred to complete the Transaction.
(c)Reflects an estimated gain of $104 million related to the sale of Versace based on an estimate of (i) $1.375 billion of cash consideration, less (ii) Versace net assets as of September 27, 2025 of $1.229 billion, less (iii) estimated transaction costs of $12 million noted above in (b), and less (iv) certain prepayments of $25 million noted below in (d) and less (v) indemnification and other liabilities expected to be recorded at close of approximately $5 million. The actual gain recorded upon close will not equal this estimated gain of $104 million as it will be based on amounts as of the closing date. Since the unaudited Pro Forma Condensed Consolidated Statements of Operations only include continuing operations, the estimated gain on sale is not included in any period presented.
(d)As part of the estimated cash consideration transferred of $1.375 billion, approximately $25 million was considered a prepayment by Prada related to certain transition services that will be provided by the Company post-close and not otherwise compensated to the Company, reflected in Accrued expenses and other current liabilities. In addition, approximately $5 million of indemnification and other liabilities are expected to be recorded at close related to seller obligations triggered by the sale.
(e)Reflects the estimated $729 million repayment of the 2025 Term Loans and write-off of related unamortized deferred financing costs of $5 million within Long-term debt as of September 27, 2025, which is required in connection with the sale of Versace, pursuant to the mandatory repayment provisions of the Company’s Amended and Restated Credit Agreement, as well as the associated accrued interest repayment of $3 million within Accrued expenses and other current liabilities as part of the Transaction. The write-off of deferred financing costs partially offsets the reduction of interest expense for the year ended March 29, 2025 as described in (f).
(f)Retained earnings reflects an increase of $1.328 billion related to the sale of Versace based on (i) the historical retained earnings of $1.229 billion related to the net assets of Versace noted above in (c), plus (ii) the estimated gain of $104 million noted above in (c), and less (iii) the impact of the write-off of related unamortized deferred financing costs of $5 million in connection with the sale of Versace, pursuant to the mandatory repayment provisions of the Amended and Restated Credit Agreement noted above in (e).
(g)Reflects the reduction of interest expense of $20 million and $6 million for the six months ended September 27, 2025, and the year ended March 29, 2025, respectively, which represents the period for which the 2025 Term Loans were outstanding and interest related to the 2025 Term Loans was expensed, to give effect to the repayment of debt described in (e) above.
The disposal of Versace is estimated to result in a capital loss for income tax purposes. Due to a lack of available income to realize the capital loss, the Company estimates it will not recognize an associated income tax benefit. Additionally, the Company has not identified any changes to existing assertions or positions as a result of the disposal of Versace that would result in a significant incremental tax expense or benefit.
Additionally, in connection with the Transaction, the Company and Prada entered into a transition services agreement whereby the Company is providing certain post-closing services to Prada on a transitional basis. Such agreement is not expected to have a material impact on the periods presented in these unaudited Pro Forma Condensed Consolidated Statements of Operations.