Item 1.01 Entry into a Material Definitive Agreement.
On August 11, 2022, V.F. Corporation (the "Company") entered into a delayed draw
Term Loan Agreement (the "DDTL Agreement") with the lenders named therein (the
"Lenders"), JPMorgan Chase Bank, N.A., as Administrative Agent ("Agent"), Wells
Fargo Securities, LLC, JPMorgan Chase Bank, N.A, PNC Bank National Association,
TD Securities (USA) LLC, Truist Securities, Inc. and U.S. Bank National
Association, as Joint Lead Arrangers and Joint Bookrunners, Wells Fargo Bank,
National Association, as Syndication Agent, and PNC Bank National Association,
TD Bank, N.A., Truist Bank and U.S. Bank National Association, as Documentation
Under the DDTL Agreement, the Lenders have agreed to provide up to three
separate delayed draw term loans (each, a "Delayed Draw") to the Company in an
aggregate principal amount of up to $1.0 billion (which may be increased to $1.1
billion subject to the terms and conditions of the DDTL Agreement). The DDTL
Agreement has a stated termination date of the earlier of December 30, 2024 and
the two year anniversary of the latest Delayed Draw under the DDTL Agreement.
Subject to the terms and conditions of the DDTL Agreement, the Company may
request extensions of the stated termination date. Any commitments of the
Lenders to provide Delayed Draws ("DDTL Commitments") that remain undrawn will
automatically terminate on December 30, 2022 (the "DDTL Commitment Termination
Date"). Interest on the borrowings under the DDTL Agreement will be at the
applicable base rate or at Term SOFR, plus a credit spread adjustment, plus a
margin. The margin ranges from 0.70% to 0.875% per annum based on the Company's
credit ratings. A ticking fee of 0.07% per annum on the undrawn DDTL Commitments
accrues during the period from and including the date that is 91 days after
August 11, 2022 to but excluding the DDTL Commitment Termination Date. The
Company is permitted at any time to terminate unused DDTL Commitments and to
prepay outstanding Delayed Draws without premium or penalty.
Borrowings under the DDTL Agreement may be used by the Company for general
working capital needs and other lawful corporate purposes, including tax
payments, capital expenditures and other transactions. The terms of the DDTL
Agreement include representations and warranties, affirmative and negative
covenants (including certain financial covenants) and events of default that are
customary for credit facilities of this nature. Upon the occurrence, and during
the continuance, of an event of default, including but not limited to nonpayment
of principal when due, failure to perform or observe certain terms, covenants or
agreements under the DDTL Agreement, and certain defaults on other indebtedness,
the Agent may terminate the obligation of the Lenders under the DDTL Agreement
to make additional Delayed Draws and declare any outstanding obligations under
the DDTL Agreement immediately due and payable. In addition, in the event of an
actual or deemed entry of an order for relief with respect to the Company or any
significant subsidiary of the Company under applicable bankruptcy laws, the
obligation of each Lender to make additional Delayed Draws shall automatically
terminate and any outstanding obligations under the DDTL Agreement shall
immediately become due and payable.
Some of the Lenders under the DDTL Agreement, or their affiliates, have in the
past or may in the future provide certain commercial and investment banking,
cash management, foreign exchange, derivative, financial advisory and/or other
services in the ordinary course of business for the Company and its
subsidiaries, for which they received or will receive customary fees and
commissions. The foregoing description of the DDTL Agreement does not purport to
be a complete statement of the parties' rights and obligations under the DDTL
Agreement and the transactions contemplated by the DDTL Agreement. The foregoing
description of the DDTL Agreement is qualified in its entirety by reference to
the DDTL Agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-balance Sheet Arrangement
The information set forth under Item 1.01 of this Current Report on Form 8-K
related to the DDTL Agreement is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Term Loan Agreement by and among V.F. Corporation, as borrower, the
lenders named therein, JPMorgan Chase Bank, N.A., as Administrative
Agent, Wells Fargo Securities, LLC, JPMorgan Chase Bank, N.A, PNC Bank
National Association, TD Securities (USA) LLC, Truist Securities, Inc.
and U.S. Bank National Association, as Joint Lead Arrangers and Joint
Bookrunners, Wells Fargo Bank, National Association, as Syndication
Agent, and PNC Bank National Association, TD Bank, N.A., Truist Bank
and U.S. Bank National Association, as Documentation Agents, dated
August 11, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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