ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.





On June 25, 2020, the Company entered into an amendment (the "Amendment") to its
third amended and restated senior unsecured credit facility with, among others,
JPMorgan Chase Bank, N.A., as administrative agent (the "Existing Credit
Facility" and, as amended by the Amendment, the "Credit Facility"). The
Amendment amended the Existing Credit Facility to, among other things: (i)
suspend the quarterly maximum leverage ratio covenant until the earlier of (x)
the fiscal quarter ending June 26, 2021 and (y) the date on which the Company
certifies that its net leverage ratio, which is net of unrestricted cash and
cash equivalents in excess of $100 million and excluding up to $150 million of
supply chain financings, as of the last day of the most recently ended fiscal
quarter was no greater than 4.00 to 1.00, and thereafter reinstate a quarterly
maximum net leverage ratio test of 4.00 to 1.00, (ii) until March 31, 2021,
modify the material adverse change representation required to be made in
connection with revolving borrowings and the issuance or amendment of letters of
credit to disregard certain COVID-19 pandemic-related impacts to the business,
result of operations or financial condition of the Company and its subsidiaries,
taken as a whole, (iii) require that during the period from June 25, 2020 until
the earlier of (x) the date on which the Company delivers its financial
statements for the fiscal quarter ending June 26, 2021 and (y) the date on which
the Company certifies that its net leverage ratio as of the last day of the most
recently ended fiscal quarter was no greater than 4.00 to 1.00 (the "Applicable
Period") the aggregate amount of unrestricted cash and cash equivalents of the
Company and its subsidiaries plus the aggregate undrawn amounts under the
revolving facilities under the Credit Facility not be at any time less than $300
million, increasing to $400 million on October 1, 2020, and to $500 million on
December 1, 2020 for the remainder of the Applicable Period, and (iv) impose
additional restrictions on restricted payments, which includes the payment of
dividends, the incurrence of indebtedness, acquisitions and other investments
made by the Company and its subsidiaries until the end of the Applicable Period.
The Amendment also increases the applicable margins and commitment fees under
the Credit Facility during the Applicable Period, in each case, with no
adjustments based on the Company's public debt ratings. The pricing will return
to the original levels set forth in the Existing Credit Facility at the end of
the Applicable Period, subject to adjustments based on the Company's public debt
ratings.

In addition, the Amendment adds a new $230 million revolving line of credit that
matures on June 24, 2021 (the "364 Day Facility"). The terms of the 364 Day
Facility are substantially similar to the terms of the existing revolving
facility under the Credit Facility except that (i) no letters of credit or
swingline loans are provided and (ii) for loans subject to Adjusted LIBOR, the
applicable margin is 225 basis points per annum, for loans subject to the base
rate the applicable margin is 125 basis points per annum and the commitment fee
is 35 basis points per annum. In addition, while the 364 Day Facility is
outstanding, (i) if the Company incurs any incremental indebtedness under the
Credit Facility or certain permitted indebtedness in lieu of such incremental
indebtedness, the 364 Day Facility will be reduced on a dollar for dollar basis
and the Company will be required to make corresponding prepayments and (ii) the
Company will be required to prepay amounts outstanding under the 364 Day
Facility on a weekly basis to the extent that cash and cash equivalents of the
Company and its subsidiaries exceed $200 million.

In connection with the Amendment, the obligations under the Credit Facility will
be secured by liens on substantially all of the assets of the Company and its US
subsidiaries that are borrowers and guarantors, excluding real property and
certain property to the extent that a grant of a security interest therein would
otherwise require the Company or its subsidiaries to grant a security interest
to secure on an equal or ratable basis its 4.000% senior notes due 2024 and
other customary exceptions, and substantially all of the registered intellectual
property of the Company and its subsidiaries. This requirement for collateral
will fall away if the Company achieves an investment grade ratings requirement
for two consecutive full fiscal quarters. The Amendment adds a restriction on
the disposition of assets and a requirement to prepay the term loans with
certain net cash proceeds of non-ordinary course asset sales, subject to certain
exceptions and a reinvestment option with respect to up to $100 million of net
cash proceeds in the aggregate.

The Amendment also permits certain working capital facilities between the
Company or any of its subsidiaries with a lender or an affiliate of a lender
under the Credit Facility to be guaranteed under the Credit Facility guarantees
and certain supply chain financings with, and up to $50 million outstanding
principal amount of bilateral letters of credit and bilateral bank

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guarantees issued by, a lender or an affiliate of a lender to be guaranteed and secured under the Credit Facility guarantees and collateral documents.



This summary does not purport to be complete and is qualified in its entirety by
reference to the First Amendment, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.





On July 1, 2020, Capri Holdings Limited issued a press release containing its
unaudited financial results for its fourth fiscal quarter and fiscal year ended
March 28, 2020. A copy of the press release is attached hereto as Exhibit 99.1.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE


               SHEET ARRANGEMENT OF A REGISTRANT.

The information contained in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits.
      Exhibit
        No.
       10.1                 Second Amendment to Third Amended and Restated

Credit Agreement and First


                            Amendment to Third Amended and Restated

Guarantee Agreement, dated as of June


                            25, 2020, among Michael Kors (USA), Inc., Capri

Holdings Limited, the foreign


                            subsidiary borrowers party thereto, the

guarantors party thereto, the


                            financial institutions party thereto as lenders and issuing banks and
                            JPMorgan Chase Bank, N.A., as administrative agent.
       99.1                 Capri Holdings Limited Press Release, dated July 1, 2020.
        104                 Cover Page Interactive Data File (embedded

within the Inline XBRL document)





Exhibit 99.1 is furnished to comply with Item 2.02 and Item 9.01 of Form 8-K.
Exhibit 99.1 is not to be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, nor shall Exhibit 99.1 be deemed incorporated
by reference in any filing under the Securities Act of 1933 (except as shall be
expressly set forth by specific reference in such filing).

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