Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - Kate Spade & Co | c00474exv99w1.htm |
| EX-10.1 - EXHIBIT 10.1 - Kate Spade & Co | c00474exv10w1.htm |
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
Date of Report (Date of earliest event reported): May 6, 2010
LIZ CLAIBORNE, INC.
(Exact name
of registrant as specified in its charter)
| Delaware | 1-10689 | 13-2842791 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1441 Broadway New York, New York |
10018 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 354-4900
| (Former name or former address if changed since last report.) |
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:
o Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On May 6, 2010, Liz Claiborne, Inc., a Delaware corporation (the “Company”), entered into a Second Amended and Restated Credit Agreement in order to amend and extend its existing bank revolving credit facility (the “Second Amended Credit Agreement”). J.P. Morgan Securities Inc., Banc of America Securities LLC, Wells Fargo Capital Finance, LLC and SunTrust Robinson Humphrey, Inc. were Joint Lead Arrangers for the Second Amended Credit Agreement.
The terms and conditions of the Second Amended Credit Agreement provide for a reduction in the facility size to $350 million, a secured asset-based structure, the elimination of the springing fixed charge covenant, the addition of a $45 million minimum availability covenant and a decrease in fees and interest rates. In addition, the Second Amended Credit Agreement provides for an extension of the maturity date to August 6, 2014, provided that in the event that the Company’s existing €350,000,000 5% Notes due 2013 are not refinanced, purchased or defeased prior to April 8, 2013, then the maturity date shall be April 8, 2013, and in the event that the Company’s 6% Convertible Senior Notes due 2014 are not refinanced, purchased or defeased prior to March 15, 2014, then the maturity date shall be March 15, 2014. In both circumstances, if any such refinancing or extension provides for a maturity date that is earlier than 91 days following August 6, 2014, then the maturity date shall be the date that is 91 days prior to the maturity date of such notes. The facility may continue to be used for working capital and general corporate purposes and will back both trade and standby letters of credit in addition to the Company’s synthetic lease.
Further details are contained in the Second Amended Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference, and in the press release dated May 6, 2010 (the “Press Release”), which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 2.03. | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
The disclosure required by this item is included in Item 1.01 and is incorporated herein by reference.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
| Exhibit No. | Description | |
|
10.1
|
Second Amended and Restated Credit Agreement, dated May 6, 2010, among the Company, Mexx Europe B.V., Juicy Couture Europe Limited, and Liz Claiborne Canada Inc., as Borrowers, the several subsidiary guarantors party thereto, the several lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and U.S. Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent and Canadian Collateral Agent, J.P. Morgan Europe Limited, as European Administrative Agent and European Collateral Agent, Bank of America, N.A., as Syndication Agent, General Electric Capital Corporation, as Documentation Agent, and J.P. Morgan Securities Inc., Banc of America Securities LLC, Wells Fargo Capital Finance, LLC and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners. | |
|
99.1
|
Press Release, dated May 6, 2010. |
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SIGNATURE
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.
LIZ CLAIBORNE, INC.
By: /s/ Nicholas
Rubino
Name:
Nicholas Rubino
Title: Senior Vice President – Chief Legal Officer;
General Counsel and Secretary
Date: May 6, 2010
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