UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 1.01. Entry into a Material Definitive Agreement.
Amendment to Revolving Credit Agreement
On February 16, 2023 (the “Amendment Effective Date”), V.F. Corporation (the “Company” or “VF”) entered into an amendment (the “Revolver Amendment”) to its $2.25 billion senior unsecured revolving credit facility that expires November 2026. The Revolver Amendment amends: (x) the definition of “Consolidated Net Worth” to include, for any fiscal quarter ending on or prior to September 30, 2026 and solely for purposes of calculating the Consolidated Net Indebtedness to Consolidated Net Capitalization financial covenant (the “Financial Covenant”), addbacks for (a) non-cash impairment charges and (b) material impacts resulting from adverse legal rulings relating to certain pending legal proceedings, in each case for the fiscal quarter in which such charges or impacts were recognized and the four immediately succeeding fiscal quarters; provided that the aggregate amount of all such charges and impacts will not exceed US$850 million and (y) the Financial Covenant ratio levels, such that such ratio will not exceed (a) on or prior to the fiscal quarter ending September 30, 2024, 0.70 to 1.00, (b) thereafter and on or prior to the fiscal quarter ending September 30, 2025, 0.65 to 1.00 and (c) thereafter through maturity, 0.60 to 1.00.
The foregoing description of the terms of the Revolver Amendment is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Amendment to Delayed Draw Term Loan Agreement
On the Amendment Effective Date, the Company entered into an amendment to its $1.0 billion delayed draw Term Loan Agreement that expires December 2024 (the “DDTL Amendment”). The DDTL Amendment amends: (x) the definition of “Consolidated Net Worth” to include, for any fiscal quarter ending on or prior to September 30, 2026 and solely for purposes of calculating the Consolidated Net Indebtedness to Consolidated Net Capitalization Financial Covenant, addbacks for (a) non-cash impairment charges and (b) material impacts resulting from adverse legal rulings relating to certain pending legal proceedings, in each case for the fiscal quarter in which such charges or impacts were recognized and the four immediately succeeding fiscal quarters; provided that the aggregate amount of all such charges and impacts will not exceed US$850 million and (y) the Financial Covenant ratio levels, such that such ratio will not exceed (a) on or prior to the fiscal quarter ending September 30, 2024, 0.70 to 1.00, (b) thereafter and on or prior to the fiscal quarter ending September 30, 2025, 0.65 to 1.00 and (c) thereafter through maturity, 0.60 to 1.00.
The foregoing description of the terms of the DDTL Amendment is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Revolving Credit Agreement, dated as of February 16, 2023, by and among V.F. Corporation, JP Morgan Chase Bank, N.A., as the Administrative Agent, the Lenders party thereto and the other parties thereto. | |
| 10.2 | Amendment No. 1 to Term Loan Agreement, dated as of February 16, 2023, by and among V.F. Corporation, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders party thereto and the other parties thereto. | |
| 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 hereunto duly authorized.
| V.F. CORPORATION | ||
| By: | /s/ Jennifer S. Sim | |
| Name: | Jennifer S. Sim | |
| Title: | Executive Vice President, General Counsel & Secretary | |
Date: February 16, 2023