Item 1.01. Entry into a Material Definitive Agreement
On November 8, 2020, V.F. Corporation ("VF"), New Ross Acquisition Corp., a
wholly owned subsidiary of VF ("Merger Sub"), Supreme Holdings, Inc. ("Supreme")
and TC Group VI, L.P. a Delaware limited partnership, solely in its capacity as
the initial Holder Representative, entered into an Agreement and Plan of Merger
(the "Merger Agreement"). The Merger Agreement provides that, upon the terms and
subject to the conditions set forth in the Merger Agreement, Merger Sub will
merge with and into Supreme (the "Merger"), with Supreme continuing as the
surviving corporation and a wholly owned subsidiary of VF.
Concurrently with the execution of the Merger Agreement, and as an inducement
for VF and Merger Sub to enter into the Merger Agreement, James Jebbia, Nina
Jebbia 2015 Trust, Miles Jebbia 2015 Trust, James Jebbia 2015 GRAT, Goode
Partners Consumer Fund II, L.P., Goode Supreme Holdings Co-Invest LLC, 522 Fifth
Avenue Fund, L.P. and Carlyle (collectively, the "Supporting Stockholders"), who
collectively control approximately 100% of Supreme's combined voting power, and
certain executives ("Supporting Executives") entered into Support Agreements
(the "Support Agreements") with VF. The Support Agreements provide that, so long
as each such Support Agreement has not previously been terminated in accordance
with its terms, the Supporting Stockholders and Supporting Executives will
deliver a written consent adopting the Merger Agreement on November 8, 2020.
The consummation of the transactions contemplated by the Merger Agreement is
subject to certain specified closing conditions, including the adoption of the
Merger Agreement by Supreme's stockholders, the receipt of certain regulatory
approvals and other customary closing conditions, including, subject to certain
materiality exceptions, the accuracy of each party's representations and
warranties and each party's compliance with its obligations and covenants under
the Merger Agreement. Subject to the satisfaction or waiver of the foregoing
conditions and the other terms and conditions contained in the Merger Agreement,
the transaction is expected to close late in calendar year 2020.
Upon the terms and subject to the conditions set forth in the Merger Agreement,
VF has agreed to pay an aggregate base purchase price of $2.1 billion (the "Base
Purchase Price") and, subject to satisfaction of certain post-closing
milestones, an additional payment of up to $300 million. The Base Purchase Price
is subject to customary adjustments for cash, indebtedness, working capital and
transaction expenses as more fully set forth in the Merger Agreement.
The Merger Agreement contains representations, warranties, and covenants of the
parties customary for transactions of this type. Prior to the consummation of
the transactions contemplated by the Merger Agreement, Supreme has agreed,
subject to certain exceptions, to conduct its business in the ordinary course.
The Merger Agreement contains certain termination rights for Buyer and Supreme,
in certain circumstances, including: (a) by mutual written agreement of the
parties? (b) by either party if the transaction is not consummated on or before
February 26, 2021, provided that at such time the party seeking to terminate is
not in material breach of its obligations under the Merger Agreement? (c) by
either party if the transaction would violate any non-appealable final order,
decree or judgment of any governmental authority or any applicable law or (d) by
either party for certain breaches of the Merger Agreement that are not cured.
The foregoing description of the Merger and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure
On November 9, 2020, VF issued a press release announcing the execution of the
Merger Agreement. The press release is attached as Exhibit 99.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
2.1* Agreement and Plan of Merger dated as of November 8, 2020 among
V.F. Corporation, New Ross Acquisition Corp., Supreme Holdings,
Inc. and TC Group VI, L.P.
99.1 Press Release issued by V.F. Corporation, dated November 9,
104 Cover Page Interactive Data File (embedded within the Inline XBRL
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. VF hereby agrees to furnish a copy of any omitted schedule or
exhibit to the SEC upon request.
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