5.000% Senior Notes due 2032
Note · Ralph Lauren Corporation
Reference: 5.000% Senior Notes due 2032
- Original principal
- USD 500,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Jun 15, 2032
Last reported interest terms: 5% Reported 2025-06-05 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
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Section 4.2(b) · Limitations on Liens
Notwithstanding the foregoing provisions of this Section 4.2, the Company and its Subsidiaries may (i) incur Indebtedness secured by Liens that would otherwise be subject to the foregoing restrictions without equally and ratably securing the Notes
Defined terms:
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Consolidated Net Assets: as of the date of determination thereof, the excess of (1) the aggregate consolidated net book value of the assets of the Company and its Subsidiaries after all appropriate adjustments in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) over (2) all of the aggregate liabilities of the Company and its Subsidiaries, including all items which, in accordance with GAAP, would be included on the liability side of the balance sheet (other than Equity Interests, treasury stock, capital surplus and retained earnings), in each case determined on a consolidated basis (after eliminating all inter-company items) in accordance with GAAP; provided, however, that the calculation of Consolidated Net Assets shall not give effect to the treatment of operating leases as liabilities on the balance sheet in accordance with GAAP under Accounting Standards Update No. 2016-02, “Leases.”
Source evidence: “Consolidated Net Assets” means, as of the date of determination thereof, the excess of (1) the aggregate consolidated net book value of the assets of the Company and its Subsidiaries after all appropriate adjustments in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) over (2) all of the aggregate liabilities of the Company and its Subsidiaries, including all items which, in accordance with GAAP, would be included on the liability side of the balance sheet (other than Equity Interests, treasury stock, capital surplus and retained earnings), in each case determined on a consolidated basis (after eliminating all inter-company items) in accordance with GAAP; provided, however, that the calculation of Consolidated Net Assets shall not give effect to the treatment of operating leases as liabilities on the balance sheet in accordance with GAAP under Accounting Standards Update No. 2016-02, “Leases.”
Full wording and supporting evidence
Source evidence: (b) Notwithstanding the foregoing provisions of this Section 4.2, the Company and its Subsidiaries may (i) incur Indebtedness secured by Liens that would otherwise be subject to the foregoing restrictions without equally and ratably securing the Notes; provided that after giving effect to such Indebtedness, the aggregate amount of all Indebtedness so secured by Liens (not including Liens permitted under clauses (1) through (12) above), together with all Attributable Debt outstanding pursuant to Section 4.3(b) does not exceed 15% of the Consolidated Net Assets of the Company calculated as of the date of the creation or incurrence of the Lien. The Company and its Subsidiaries also may, without equally and ratably securing the Notes, create or incur Liens that extend, renew, substitute or replace (including successive extensions, renewals, substitutions or replacements), in whole or in part, any Lien permitted pursuant to the preceding sentence.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of June 5, 2025 (this “Fifth Supplemental Indenture”), between RALPH LAUREN CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as successor to Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of September 26, 2013 (the “Base Indenture”), between the Company and the Trustee, providing for the issuance from time to time of the Company’s unsecured senior debt securities in one or more series (the “Securities”) and providing the terms and conditions upon which the Securities are to be authenticated, issued and delivered;
Target identity evidence: WHEREAS, pursuant to Section 2.1 of the Base Indenture, as supplemented by this Fifth Supplemental Indenture, the Company desires to provide for the issuance of a new series of Securities to be known as its 5.000% Senior Notes due 2032 (the “Notes”), which are to be initially limited in aggregate principal amount as specified in this Fifth Supplemental Indenture and the terms, conditions and provisions of which are to be as specified in this Fifth Supplemental Indenture;
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Consolidated Net Assets: as of the date of determination thereof, the excess of (1) the aggregate consolidated net book value of the assets of the Company and its Subsidiaries after all appropriate adjustments in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) over (2) all of the aggregate liabilities of the Company and its Subsidiaries, including all items which, in accordance with GAAP, would be included on the liability side of the balance sheet (other than Equity Interests, treasury stock, capital surplus and retained earnings), in each case determined on a consolidated basis (after eliminating all inter-company items) in accordance with GAAP; provided, however, that the calculation of Consolidated Net Assets shall not give effect to the treatment of operating leases as liabilities on the balance sheet in accordance with GAAP under Accounting Standards Update No. 2016-02, “Leases.”
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Section 4.2(a) · Limitations on Liens
So long as any Notes remain outstanding, the Company may not directly or indirectly, incur, and will not permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness secured by a Lien
Defined terms:
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Consolidated Net Assets: as of the date of determination thereof, the excess of (1) the aggregate consolidated net book value of the assets of the Company and its Subsidiaries after all appropriate adjustments in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) over (2) all of the aggregate liabilities of the Company and its Subsidiaries, including all items which, in accordance with GAAP, would be included on the liability side of the balance sheet (other than Equity Interests, treasury stock, capital surplus and retained earnings), in each case determined on a consolidated basis (after eliminating all inter-company items) in accordance with GAAP; provided, however, that the calculation of Consolidated Net Assets shall not give effect to the treatment of operating leases as liabilities on the balance sheet in accordance with GAAP under Accounting Standards Update No. 2016-02, “Leases.”
Source evidence: “Consolidated Net Assets” means, as of the date of determination thereof, the excess of (1) the aggregate consolidated net book value of the assets of the Company and its Subsidiaries after all appropriate adjustments in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) over (2) all of the aggregate liabilities of the Company and its Subsidiaries, including all items which, in accordance with GAAP, would be included on the liability side of the balance sheet (other than Equity Interests, treasury stock, capital surplus and retained earnings), in each case determined on a consolidated basis (after eliminating all inter-company items) in accordance with GAAP; provided, however, that the calculation of Consolidated Net Assets shall not give effect to the treatment of operating leases as liabilities on the balance sheet in accordance with GAAP under Accounting Standards Update No. 2016-02, “Leases.”
Full wording and supporting evidence
Source evidence: (a) So long as any Notes remain outstanding, the Company may not directly or indirectly, incur, and will not permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness secured by a Lien upon (i) any properties or assets (including Capital Stock) of the Company or any of its Subsidiaries or (ii) upon any shares of stock or Indebtedness of any of its Subsidiaries (whether such property, assets, shares of stock or Indebtedness are now existing or owned or hereafter created or acquired), in any such case unless, prior to or concurrently with the incurrence of any such secured Indebtedness, or the grant of a Lien with respect to any such Indebtedness to be so secured, the Notes (together with, at the option of the Company, any other Indebtedness of the Company or any of its Subsidiaries ranking equally in right of payment with the Notes) shall be secured equally and ratably with (or, at the Company’s option, prior to) such Indebtedness to be so secured; provided, however, that the foregoing restrictions shall not apply to:
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of June 5, 2025 (this “Fifth Supplemental Indenture”), between RALPH LAUREN CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as successor to Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of September 26, 2013 (the “Base Indenture”), between the Company and the Trustee, providing for the issuance from time to time of the Company’s unsecured senior debt securities in one or more series (the “Securities”) and providing the terms and conditions upon which the Securities are to be authenticated, issued and delivered;
Target identity evidence: WHEREAS, pursuant to Section 2.1 of the Base Indenture, as supplemented by this Fifth Supplemental Indenture, the Company desires to provide for the issuance of a new series of Securities to be known as its 5.000% Senior Notes due 2032 (the “Notes”), which are to be initially limited in aggregate principal amount as specified in this Fifth Supplemental Indenture and the terms, conditions and provisions of which are to be as specified in this Fifth Supplemental Indenture;
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Consolidated Net Assets: as of the date of determination thereof, the excess of (1) the aggregate consolidated net book value of the assets of the Company and its Subsidiaries after all appropriate adjustments in accordance with GAAP (including, without limitation, reserves for doubtful receivables, obsolescence, depreciation and amortization) over (2) all of the aggregate liabilities of the Company and its Subsidiaries, including all items which, in accordance with GAAP, would be included on the liability side of the balance sheet (other than Equity Interests, treasury stock, capital surplus and retained earnings), in each case determined on a consolidated basis (after eliminating all inter-company items) in accordance with GAAP; provided, however, that the calculation of Consolidated Net Assets shall not give effect to the treatment of operating leases as liabilities on the balance sheet in accordance with GAAP under Accounting Standards Update No. 2016-02, “Leases.”
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Section 5.1(a) · Change of Control Repurchase Event
Upon the occurrence of a Change of Control Repurchase Event with respect to the Notes of a series, the Company shall be required to make a Change of Control Offer
Springing Trigger: Upon the occurrence of a Change of Control Repurchase Event with respect to the Notes of a series Section 5.1 Change of Control Repurchase Event.
Full wording and supporting evidence
Source evidence: (a) Upon the occurrence of a Change of Control Repurchase Event with respect to the Notes of a series, the Company shall be required to make a Change of Control Offer with respect to such Notes in accordance with the terms and conditions of Section 4.4 of the Base Indenture (as modified and supplemented by Section 5.1(b) below and the form of Notes included as Exhibit A hereto or the form of Notes included as Exhibit B hereto, as applicable) and Section 5 of the form of Notes included as Exhibit A hereto or Section 5 the form of Notes included as Exhibit B hereto, as applicable.
Target identity evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of June 5, 2025 (this “Fifth Supplemental Indenture”), between RALPH LAUREN CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as successor to Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).
Target identity evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of September 26, 2013 (the “Base Indenture”), between the Company and the Trustee, providing for the issuance from time to time of the Company’s unsecured senior debt securities in one or more series (the “Securities”) and providing the terms and conditions upon which the Securities are to be authenticated, issued and delivered;
Target identity evidence: WHEREAS, pursuant to Section 2.1 of the Base Indenture, as supplemented by this Fifth Supplemental Indenture, the Company desires to provide for the issuance of a new series of Securities to be known as its 5.000% Senior Notes due 2032 (the “Notes”), which are to be initially limited in aggregate principal amount as specified in this Fifth Supplemental Indenture and the terms, conditions and provisions of which are to be as specified in this Fifth Supplemental Indenture;
Documents and filing history
- GoverningAgreement · EX-4.2 · 2025-06-05 — EXHIBIT 4.2
- SeriesInstrument · EX-4.2 · 2025-06-05 — EXHIBIT 4.2
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Issuance
· 2025-06-05
Original principal USD 500,000,000 Exact source document
Parent 8-K filing · 2025-06-05
Section 2.1 Designation and Principal Amount. The Notes are hereby authorized and are designated (a) the “5.000% Senior Notes due 2032”, in an initial aggregate principal amount of $500,000,000, which amount shall be specified in an Authentication Order for the authentication and delivery of Notes pursuant to Article II of the Base Indenture.
Issuer evidence: FIFTH SUPPLEMENTAL INDENTURE, dated as of June 5, 2025 (this “Fifth Supplemental Indenture”), between RALPH LAUREN CORPORATION, a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as successor to Wells Fargo Bank, National Association, a national banking association, as Trustee (the “Trustee”).
Supporting evidence: Section 2.2 Stated Maturity. The Stated Maturity of the Notes shall be June 15, 2032.
Supporting evidence: Section 2.3 Interest. The Notes shall bear interest at the rate of 5.000% per annum from June 5, 2025, or from the most recent Interest Payment Date to which interest has been paid on the Notes. Interest shall be payable semiannually on June 15 and December 15 of each year (each such date, an “Interest Payment Date”), commencing on December 15, 2025 to the Holders in whose names the Notes are registered at the close of business on the regular record date, as listed on the Notes, immediately preceding the related Interest Payment Date. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months.
Supporting evidence: WHEREAS, pursuant to Section 2.1 of the Base Indenture, as supplemented by this Fifth Supplemental Indenture, the Company desires to provide for the issuance of a new series of Securities to be known as its 5.000% Senior Notes due 2032 (the “Notes”), which are to be initially limited in aggregate principal amount as specified in this Fifth Supplemental Indenture and the terms, conditions and provisions of which are to be as specified in this Fifth Supplemental Indenture;
Supporting evidence: WHEREAS, pursuant to Section 2.1 of the Base Indenture, as supplemented by this Fifth Supplemental Indenture, the Company desires to provide for the issuance of a new series of Securities to be known as its 5.000% Senior Notes due 2032 (the “Notes”), which are to be initially limited in aggregate principal amount as specified in this Fifth Supplemental Indenture and the terms, conditions and provisions of which are to be as specified in this Fifth Supplemental Indenture;