Tapestry, Inc 8-K, filed Feb 19, 2025
Tapestry, Inc. (TPR)
8-K
2025-02-19
For: 2025-02-16
View Original
Added on
April 12, 2026
About this 8-K
Tapestry, Inc filed this 8-K on February 19, 2025, reporting on events of February 16, 2025.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Item 7.01
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Regulation FD Disclosure.
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On February 19, 2025, Tapestry, Inc. (the
“Company”) issued a press release in connection with the announcement of the execution of the Purchase Agreement (as defined below). A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or
the Exchange Act, except as may be expressly set forth by specific reference in such filing.
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Item 8.01
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Other Events.
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On February 16, 2025, the Company, entered into a sale and purchase agreement (the “Purchase Agreement”) with Caleres, Inc. (the “Purchaser”) pursuant to which
Purchaser will acquire the Company’s Stuart Weitzman business.
The key terms of the Purchase Agreement and the transactions contemplated thereby (the “Transaction”) include:
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The Purchaser will acquire certain assets and liabilities of the Company’s global business of designing, manufacturing, promotion, marketing, production, distribution, sales and licensing of
Stuart Weitzman branded products (the “Stuart Weitzman Business”) for total cash consideration of $105 million (the “Purchase Price”). The Purchase Price will be subject to customary adjustments for cash, indebtedness, net working capital
and transaction expenses.
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Each of the Company and the Purchaser have agreed to customary covenants. The Company has agreed to conduct the Stuart Weitzman Business in the ordinary course during the period between signing
and the closing of the Transaction (the “Closing”), subject to certain exceptions and limitations. In addition, the Company has agreed that for one year following the Closing, none of the Company or any of its controlled affiliates will
solicit or hire certain key employees of the Stuart Weitzman Business, in each case, subject to certain exceptions and limitations.
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Subject to certain limitations, the Company and the Purchaser have agreed to indemnify each other for losses arising from certain post-Closing breaches of the Purchase Agreement and for certain
other liabilities that have been specifically allocated between the Company and the Purchaser.
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The Closing is subject to customary conditions for the benefit of the Company and the Purchaser, including (i) the absence of any law or other order from a governmental authority that prevents
the Transaction, and (ii) subject to certain exceptions, the accuracy of the representations and warranties of, and compliance with covenants by, the other party. In addition, the Closing is subject to customary conditions for the benefit
of the Purchaser, including the absence of a continuing material adverse effect on the Stuart Weitzman Business.
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The Purchase Agreement contains certain termination rights, including (i) the right of either party to terminate the Purchase Agreement if the Transaction is not consummated on or before February
16, 2026, (ii) the right of either party to terminate if a governmental authority has issued a final and nonappealable order prohibiting or enjoining the consummation of the Transaction and (iii) the right of either party to terminate if
the other party breaches or fails to perform its representations, warranties, covenants or agreements contained in the Purchase Agreement (each subject to certain limitations).
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The Purchase Agreement provides that, at the Closing, a Transition Services Agreement will be entered into by the Company and the Purchaser pursuant to which, among other things, the Company will
provide certain transition services.
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Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements based on management’s current expectations. Forward-looking statements
include, but are not limited to, statements regarding the Company’s capital deployment plans, including anticipated share repurchase plans, and statements that can be identified by the use of forward-looking terminology such as “may,” “can,”
“if,” “continue,” “assume,” “should,” “expect,” “confidence,” “goals,” “trends,” “anticipate,” “intend,” “estimate,” “on track,” “future,” “plan,” “deliver,” “potential,” “position,” “believe,” “will,” “target,” “guidance,” “forecast,”
“outlook,” “commit,” “leverage,” “generate,” “enhance,” “innovation,” “drive,” “effort,” “progress,” “confident,” “uncertain,” “achieve,” “strategic,” “growth,” “we can stretch what’s possible,” similar expressions, and variations or negatives
of these words. Future results may differ materially from management’s current expectations, based upon a number of important factors, including risks and uncertainties such as the effect of the announcement of the Transaction on the ability of
the Company to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or the Stuart Weitzman Business do business, or on the Company’s or the Stuart Weitzman Business’s operating
results and business generally; risks that the Transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Transaction; the outcome of any legal proceedings related to the Transaction;
the ability of the parties to consummate the Transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the Transaction; business disruption following the Transaction, the impact of economic
conditions, recession and inflationary measures, risks associated with operating in international markets and our global sourcing activities, the ability to anticipate consumer preferences and retain the value of our brands, including our ability
to execute on our e-commerce and digital strategies, the impact of tax and other legislation, the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products, the
ability to successfully implement the initiatives under our 2025 growth strategy, the effect of existing and new competition in the marketplace, the effect of seasonal and quarterly fluctuations on our sales or operating results, the risk of
cybersecurity threats and privacy or data security breaches, our ability to satisfy our outstanding debt obligations or incur additional indebtedness, the risks associated with climate change and other corporate responsibility issues, our ability
to protect against infringement of our trademarks and other proprietary rights, and the impact of pending and potential future legal proceedings, etc. In addition, purchases of shares of the Company’s common stock will be made subject to market
conditions and at prevailing market prices. Please refer to the Company’s latest Annual Report on Form 10-K, latest Quarterly Report on Form 10-Q and its other filings with the Securities and Exchange Commission for a complete list of risks and
important factors. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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Press Release regarding the sale of the Stuart Weitzman Business, dated February 19, 2025
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 hereunto
duly authorized.
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Dated: February 19, 2025
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TAPESTRY, INC.
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By:
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/s/ David E. Howard
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Name:
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David E. Howard
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Title:
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General Counsel and Secretary
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Exhibit 99.1
Tapestry, Inc.
Analysts and Investors:
Christina Colone
Global Head of Investor Relations
212/946-7252
ccolone@tapestry.com
Media:
Jennifer Leemann
Global Head of Communications
212/631-2797
jleemann@tapestry.com
Caleres
Analysts and Investors:
Liz Dunn
SVP Corporate Development and Strategic Communications
ldunn@caleres.com
Media:
Kelly Malone
VP Corporate Communications
kmalone@caleres.com
TAPESTRY, INC. ENTERS INTO DEFINITIVE AGREEMENT TO SELL STUART WEITZMAN BRAND TO CALERES
New York, February 19, 2025 Tapestry, Inc.
(NYSE: TPR), a house of iconic accessories and lifestyle brands, today announced that it entered into a definitive agreement to sell the Stuart Weitzman brand to Caleres (NYSE: CAL), a market-leading portfolio of consumer-driven footwear brands,
for $105 million in cash, subject to customary adjustments.
“Stuart Weitzman is an iconic global footwear brand, whose teams have added to the passion, creativity, and craftsmanship of our organization over the last decade,"
said Joanne Crevoiserat, Chief Executive Officer of Tapestry, Inc. "Importantly, as diligent stewards of our portfolio and disciplined allocators of capital, this transaction ensures that all our brands are positioned for long-term success and that
we maintain a sharp focus on our largest value creation opportunities. At Tapestry, this means harnessing our position of strength to sustain Coach’s leadership and momentum while reinvigorating Kate Spade to drive durable organic growth and
shareholder value. At the same time, we are pleased that we found Stuart Weitzman a home in Caleres – an ideal owner to guide its next chapter of growth.”
Jay Schmidt, president and CEO of Caleres added, “I have long admired Stuart Weitzman for the brand’s pivotal role in shaping the footwear industry. As we bring this
iconic brand into the Caleres portfolio, we are committed to preserving its legacy of craftsmanship, quality and fit while driving it forward. The acquisition of Stuart Weitzman advances our strategic agenda to grow our Brand Portfolio segment with
more global and direct-to-consumer reach. Stuart Weitzman will be a lead brand for Caleres, and with this combination the Brand Portfolio segment will generate nearly half of our total revenue and will continue to generate over half of our
operating profit. We will leverage our demonstrated, best-in-class footwear capabilities while pursuing category and channel growth. We expect to operate the brand profitably post integration and I look forward to partnering with both the Tapestry
and Stuart Weitzman teams for a seamless and successful transition.”
The transaction is expected to close in the summer of 2025, subject to customary closing conditions.
Advisors
Morgan Stanley & Co. LLC is serving as Tapestry, Inc.’s financial advisor and Latham & Watkins LLP is its legal advisor. BofA Securities is serving as
Caleres’s financial advisor and BCLP (Bryan Cave Leighton Paisner) is its legal advisor.
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About Tapestry, Inc.
Our global house of brands unites the magic of Coach, kate spade new york and Stuart Weitzman. Each of our brands are unique and independent, while sharing a
commitment to innovation and authenticity defined by distinctive products and differentiated customer experiences across channels and geographies. We use our collective strengths
to move our customers and empower our communities, to make the fashion industry more sustainable, and to build a company that’s equitable, inclusive, and diverse. Individually, our brands are iconic. Together, we can stretch what’s possible. To
learn more about Tapestry, please visit www.tapestry.com. For important news and information regarding Tapestry, visit the Investor Relations section of our website at www.tapestry.com/investors. In addition, investors should
continue to review our news releases and filings with the SEC. We use each of these channels of distribution as primary channels for publishing key information to our investors, some of which may contain material and previously non-public
information. The Company’s common stock is traded on the New York Stock Exchange under the symbol TPR.
About Stuart Weitzman
Since 1986, New York City-based global luxury footwear brand Stuart Weitzman has combined its signature artisanal craftsmanship and precise engineering to empower
women to stand strong. Having perfected the art of shoemaking for over 35 years, the brand continues to expand its assortment to feature handbags and men’s footwear, all the while staying true to its ethos of inspiring strength and confidence with
every step.
About Caleres
Caleres is a market-leading portfolio of global footwear brands that includes Famous Footwear, Sam
Edelman, Allen Edmonds, Naturalizer, Vionic, and more. Our products are available virtually everywhere - in the nearly 1,000 retail stores we operate, in hundreds of major department and specialty stores, on our 15 branded e-commerce sites, and
on many additional third-party retail websites. Combined, these brands make Caleres a company with both a legacy and a mission. Our legacy is our more than 140 years of craftsmanship and our passion for fit, while our mission is to continue to
inspire people to feel great… feet first. Visit caleres.com to learn more about us.
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This Press Release may contain forward-looking statements based on management’s current expectations. Forward-looking statements include, but are
not limited to, statements regarding the Company’s capital deployment plans, including anticipated share repurchase plans, and statements that can be identified by the use of forward-looking terminology such as “may,” “can,” “if,” “continue,”
“assume,” “should,” “expect,” “confidence,” “goals,” “trends,” “anticipate,” “intend,” “estimate,” “on track,” “future,” “plan,” “deliver,” “potential,” “position,” “believe,” “will,” “target,” “guidance,” “forecast,” “outlook,” “commit,”
“leverage,” “generate,” “enhance,” “innovation,” “drive,” “effort,” “progress,” “confident,” “uncertain,” “achieve,” “strategic,” “growth,” “we can stretch what’s possible,” similar expressions, and variations or negatives of these words. Future
results may differ materially from management’s current expectations, based upon a number of important factors, including risks and uncertainties such as the effect of the announcement of the announced transaction to sell the Stuart Weitzman
business on the ability of the Company to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or the Stuart Weitzman business do business, or on the Company’s or the Stuart Weitzman
business’s operating results and business generally; risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; the outcome of any legal proceedings related
to the transaction; the ability of the parties to consummate the transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the Transaction; business disruption following the Transaction, the impact of
economic conditions, recession and inflationary measures, risks associated with operating in international markets and our global sourcing activities, the ability to anticipate consumer preferences and retain the value of our brands, including our
ability to execute on our e-commerce and digital strategies, the impact of tax and other legislation, the risks associated with potential changes to international trade agreements and the imposition of additional duties on importing our products,
the ability to successfully implement the initiatives under our 2025 growth strategy, the effect of existing and new competition in the marketplace, the effect of seasonal and quarterly fluctuations on our sales or operating results, the risk of
cybersecurity threats and privacy or data security breaches, our ability to satisfy our outstanding debt obligations or incur additional indebtedness, the risks associated with climate change and other corporate responsibility issues, our ability
to protect against infringement of our trademarks and other proprietary rights, and the impact of pending and potential future legal proceedings, etc. In addition, purchases of shares of the Company’s common stock will be made subject to market
conditions and at prevailing market prices. Please refer to the Company’s latest Annual Report on Form 10-K, latest Quarterly Report on Form 10-Q and its other filings with the Securities and Exchange Commission for a complete list of risks and
important factors. The Company assumes no obligation to revise or update any such forward-looking statements for any reason, except as required by law.
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10 HUDSON YARDS, NEW YORK, NY 10001 TELEPHONE 212 594 1850 FAX 212 594 1682
WWW.TAPESTRY.COM
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