VF CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Supporting Documentation (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

On August 11, 2022, V.F. Corporation (the “Company”) has entered into a deferred draw term loan agreement (the “DDTL Agreement”) with the lenders named therein (the “Lenders”), JPMorgan Chase Bank, North America., as Administrative Agent (“Agent”), Wells Fargo Securities, LLC, JPMorgan Chase Bank, North America, National Association of PNC Banks,
TD Securities (USA) LLC, Truist Securities, Inc. and National Association of American Banksas Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Bank, National Associationas a syndication agent, and National Association of PNC Banks,
TD Bank, North America., Truist Bank and National Association of American Banksas documentation officers.

Under the DDTL Agreement, the Lenders have agreed to provide up to three separate Deferred Drawdown Term Loans (each, a “Deferred Drawdown”) to the Company for an aggregate principal amount of up to $1.0 billion (which can be brought to $1.1 billion subject to the terms and conditions of the DDTL Agreement). The DDTL Agreement has a termination date specified as the earliest of the following dates: December 30, 2024 and the second anniversary of the last deferred drawing under the DDTL agreement.

Subject to the terms and conditions of the DDTL Agreement, Company may request extensions to the stated termination date. All Lenders’ commitments to provide Deferred Drawdowns (“DDTL Commitments”) that remain undrawn will automatically terminate on December 30, 2022 (the “DDTL Engagement Termination Date”). Interest on borrowings under the DDTL Agreement will be at the applicable base rate or SOFR Term, plus a credit spread adjustment, plus a margin. The margin varies from 0.70% to 0.875% per year depending on the Company’s credit ratings. Listing commission of 0.07% per annum on undrawn DDTL commitments accrues during the period from the date 91 days after
August 11, 2022 until, but not including, the Termination Date of the DDTL Commitment. The Company is authorized at any time to terminate unused DDTL Commitments and to prepay outstanding Deferred Drawdowns without premium or penalty.

Borrowings under the DDTL Agreement may be used by the Company for general working capital purposes and other legal corporate purposes, including tax payments, capital expenditures and other transactions. The terms of the DDTL Agreement include representations and warranties, positive and negative covenants (including certain financial covenants) and events of default that are customary for credit facilities of this nature. Upon the occurrence and for the duration of an event of default, including, but not limited to, non-payment of principal when due, breach or non-compliance with certain conditions, covenants or agreements under the DDTL Agreement, and certain defaults on other indebtedness, the Agent may terminate the Lenders’ obligation under the DDTL Agreement to make additional Deferred Drawings and declare immediately due and payable all outstanding obligations under the DDTL Agreement. In addition, in the event of an actual or deemed seizure of a relief order against the Company or any material subsidiary of the Company under applicable bankruptcy laws, each Lender’s obligation to Performing additional Deferred Drawdowns will automatically terminate and any outstanding obligations under the DDTL Agreement will become immediately due and payable.

Certain of the lenders under the DDTL Agreement, or their affiliates, have in the past or may in the future provide certain commercial and investment banking, cash management, foreign exchange, derivatives, financial advisory and/or other services in the normal course of business. for the Company and its subsidiaries, for which they receive or will receive customary fees and commissions. The foregoing description of the DDTL Agreement does not purport to be a complete statement of the rights and obligations of the parties under the DDTL Agreement and the transactions contemplated by the DDTL Agreement. The foregoing description of the DDTL Agreement is qualified in its entirety by reference to the DDTL Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03 Creation of a direct financial obligation or an obligation under an off-balance sheet arrangement

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the DDTL Agreement is incorporated by reference into this Item 2.03.

Item 9.01 Financial statements and supporting documents.


(d) Exhibits



Exhibit No.        Description

     10.1            Term Loan Agreement by and among V.F. Corporation, as borrower, the
                   lenders named therein, JPMorgan Chase Bank, N.A., as Administrative
                   Agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A, PNC Bank
                   National Association, TD Securities (USA) LLC, Truist Securities, Inc.
                   and U.S. Bank National Association, as Joint Lead Arrangers and Joint
                   Bookrunners, Wells Fargo Bank, National Association, as Syndication
                   Agent, and PNC Bank National Association, TD Bank, N.A., Truist Bank
                   and U.S. Bank National Association, as Documentation Agents, dated
                   August 11, 2022.
        104        Cover Page Interactive Data File (embedded within the Inline XBRL
                   document).

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