Item 1.01 Entry into a Material Definitive Agreement.

On March 20, 2020, Capri Holdings Limited (the "Company") entered into the first amendment (the "First Amendment") to its third amended and restated senior unsecured credit facility, dated as of November 15, 2018 (the "2018 Credit Facility"), with, among others, JPMorgan Chase Bank, N.A., as administrative agent. The First Amendment amends the 2018 Credit Facility to, among other things, provide for the exchange of approximately $267 million (out of $315 million) in aggregate principal amount of outstanding Tranche A-1 Term Loans due in November 2020 for term loans with the same terms as the existing Tranche A-2 Term Loans outstanding under the 2018 Credit Facility, resulting in the extension of the maturity of such exchanged loans to November 2023. The remaining $48 million of Tranche A-1 Term Loans that were not exchanged remain due in November 2020. In addition, the leverage ratio covenant metric in the 2018 Credit Facility was modified to take into account operating lease liability as defined by the new lease accounting standard (ASC 842).

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.

In connection with the First Amendment, the Company issued a press release, which contains, among other things, certain expected financial results for the Company's Fiscal Fourth Quarter concluding March 28, 2020. A copy of the press release is attached hereto as Exhibit 99.1

The press release attached hereto as Exhibit 99.1 is furnished to comply with Item 2.02 and Item 9.01 of Form 8-K and shall not to be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall said results 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).

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.                                       Description

   10.1            First Amendment, dated as of March 20, 2020, to the Third Amended
                 and Restated Credit Agreement dated as of November 15, 2018 among
                 Capri Holdings Limited, Michael Kors (USA), Inc., 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            Press Release dated March 20, 2020.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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