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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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 1.01. | Entry into a Material Definitive Agreement. |
On April 25, 2024, (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 Agreement”). The Revolver Amendment amends: (w) the definition of “Consolidated Net Worth” to include, for any fiscal quarter ending prior to the last day of the “Covenant Modification Period” (which is defined as the date on which the Company shall have delivered a written notice of its desire to terminate the Covenant Modification Period and certified that the Company would be in compliance with the Consolidated Net Indebtedness to Consolidated Net Capitalization financial covenant (the “Financial Covenant”) as of the last day of the fiscal quarter most recently ended, with Consolidated Net Worth being determined as the consolidated stockholders’ equity of the Company and its subsidiaries, determined on a consolidated basis in accordance with GAAP) and solely for purposes of calculating the Financial Covenant, addbacks for (a) any non-cash impairment charges that have been disclosed by the Company to the administrative agent prior to the Amendment Effective Date and recognized by the Company or any of its subsidiaries during the period commencing with the fiscal quarter ended on or about September 30, 2022 and ending with the fiscal quarter ended on or about March 31, 2024 and (b) the amount of the write-off of income tax receivable recognized by the Company or its subsidiaries during the fiscal quarter ended on or about September 30, 2023 as a result of IRS disputes that have been disclosed by the Company to the administrative agent prior to the Amendment Effective Date; provided that the aggregate amount of all such charges in determining Consolidated Net Worth as of the last day of any fiscal quarter may not exceed (i) for purposes of determining Consolidated Net Worth as of the last day of the fiscal quarter ended on or about March 31, 2024 and as of the last day of each subsequent fiscal quarter ending on or about, or prior to, September 30, 2025, $1,000,000,000 and (ii) for purposes of determining Consolidated Net Worth as of the last day of any subsequent fiscal quarter, $500,000,000; (x) the definition of “Applicable Rate” to include two additional ratings categories if the senior, unsecured, long-term indebtedness of the Company is rated (a) BBB- and Baa3 by S&P and Moody’s, respectively or (b) BB+ and Ba1 or lower, by S&P and Moody’s, respectively; (y) the negative covenants by adding additional restrictions, with effect prior to the end of the Covenant Modification Period, on (a) certain agreements and other arrangements that prohibit or impose conditions on the ability of the Company and its domestic subsidiaries to grant liens on their assets to secure or to provide guarantees in respect of the obligations under the Revolver Agreement and (b) certain dividends, distributions and payments with respect to any equity interests of the Company; and (z) the amount available under certain liens and indebtedness baskets prior to the end of the Covenant Modification Period.
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.
| 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 7.01. | Regulation FD Disclosure. |
On December 18, 2023, the Company disclosed a cybersecurity incident on a Current Report on Form 8-K, and provided supplemental information in an Amendment to such report, which was filed on January 18, 2024. As of the date of the filing of this Current Report on Form 8-K, the Company’s investigation of the cybersecurity incident has concluded.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 3 to Revolving Credit Agreement, dated as of April 25, 2024, by and among V.F. Corporation, JP Morgan Chase Bank, N.A., as the Administrative Agent, and the Lenders party 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: April 26, 2024