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MarketScreener Homepage  >  Equities  >  Nyse  >  VF Corporation    VFC

VF CORPORATION

(VFC)
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V F CORP : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

11/09/2020 | 06:57am EST

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,
                     2020.
       104           Cover Page Interactive Data File (embedded within the Inline XBRL
                     document).



* 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.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2021 9 129 M - -
Net income 2021 447 M - -
Net Debt 2021 3 560 M - -
P/E ratio 2021 72,1x
Yield 2021 2,35%
Capitalization 31 961 M 31 961 M -
EV / Sales 2021 3,89x
EV / Sales 2022 3,15x
Nbr of Employees 48 000
Free-Float 92,6%
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Mean consensus OUTPERFORM
Number of Analysts 24
Average target price 90,39 $
Last Close Price 81,95 $
Spread / Highest target 34,2%
Spread / Average Target 10,3%
Spread / Lowest Target -31,7%
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Managers and Directors
NameTitle
Steven E. Rendle Chairman, President & Chief Executive Officer
Scott A. Roe Chief Financial Officer & Executive Vice President
Velia Carboni Chief Technology & Digital Officer
Clarence Otis Independent Director
W. Alan McCollough Lead Independent Director
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