Item 1.01 Entry into a Material Definitive Agreement
On November 24, 2021, V.F. Corporation (the "Company") and certain of its
subsidiaries, as borrowers, entered into a Five-Year Revolving Credit Agreement
(the "Credit Agreement") with the lenders named therein (the "Lenders"),
JPMorgan Chase Bank, N.A., as Administrative Agent ("Agent"), JPMorgan Chase
Bank, N.A., BofA Securities, Inc., Barclays Bank PLC, HSBC Securities (USA)
Inc., U.S. Bank National Association and Wells Fargo Securities, LLC, as
Joint-Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Barclays Bank
PLC, HSBC Bank USA, National Association, U.S. Bank National Association and
Wells Fargo Bank, National Association, as Syndication Agents, and ING Bank
N.V., Dublin Branch, PNC Bank, N.A., TD Bank, N.A. and Morgan Stanley Bank,
N.A., as Documentation Agents. The Credit Agreement has a stated termination
date of November 24, 2026. Subject to the terms and conditions of the Credit
Agreement, the Company may request extensions of the stated termination date for
additional periods of one year each. Under the Credit Agreement, the Lenders
have agreed to provide advances in an aggregate principal amount of up to $2.25
billion (which may be increased to $3.00 billion subject to the terms and
conditions of the Credit Agreement). Interest on the borrowings under the Credit
Agreement will be at the applicable base rate or at LIBOR, plus an applicable
margin and facility fees are also payable. The Credit Agreement includes
provisions for the replacement of LIBOR upon the cessation thereof that are
customary for credit facilities of this nature. Borrowings under the Credit
Agreement may be used for general corporate purposes of the Company, including,
without limitation, acquisitions, repurchases of outstanding shares of the
Company's common stock and other lawful corporate purposes. In connection with
the Credit Agreement, the Company's existing Five-Year Revolving Credit
Agreement dated December 17, 2018 (the "Old Credit Agreement") was terminated on
November 24, 2021. The Old Credit Agreement was by and among the Company and
certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A., as
administrative agent and JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Barclays Bank PLC, HSBC Securities (USA) Inc., U.S.
Bank National Association and Wells Fargo Securities, LLC, as Joint-Lead
Arrangers and Joint Bookrunners, Bank of America, N.A., Barclays Bank PLC, HSBC
Bank USA, National Association, U.S. Bank National Association and Wells Fargo
Bank, National Association, as Co-Syndication Agents, and Citibank, N.A., ING
Bank N.V., Dublin Branch, PNC Bank National Association and TD Bank, N.A., as
Co-Documentation Agents. Under the Old Credit Agreement, which was scheduled to
terminate on December 17, 2023, the lenders agreed to provide advances in an
aggregate principal amount of up to $2.25 billion (which may have been increased
to $3.00 billion subject to the terms and conditions of the Old Credit
Agreement); all of the other terms and conditions were substantially similar to
the Credit Agreement entered into on November 24, 2021. The terms of the Credit
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 Credit Agreement, and certain defaults on other
indebtedness, the Agent may terminate the obligation of the Lenders under the
Credit Agreement to make advances and declare any outstanding obligations under
the Credit 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 advances shall automatically terminate and any
outstanding obligations under the Credit Agreement shall immediately become due
and payable. Some of the Lenders under the Credit 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 Credit Agreement does not
purport to be a complete statement of the parties' rights and obligations under
the Credit Agreement and the transactions contemplated by the Credit Agreement.
The foregoing description of the Credit Agreement is qualified in its entirety
by reference to the Credit Agreement, a copy of which is attached hereto as
Exhibit 10.1 and is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement
The information set forth under Item 1.01 of this Current Report on Form 8-K
related to the Old Credit Agreement is incorporated by reference in this Item
1.02.
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 Credit Agreement is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Five-Year Revolving Credit Agreement by and among V.F. Corporation
and VF International Sagl, as borrowers, the lenders named therein,
JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase
Bank, N.A., BofA Securities, Inc., Barclays Bank PLC, HSBC Securities
(USA) Inc., U.S. Bank National Association and Wells Fargo Securities,
LLC, as Joint-Lead Arrangers and Joint Bookrunners, Bank of America,
N.A., Barclays Bank PLC, HSBC Bank USA, National Association, U.S. Bank
National Association and Wells Fargo Bank, National Association, as
Syndication Agents, and ING Bank N.V., Dublin Branch, PNC Bank, N.A.,
TD Bank, N.A. and Morgan Stanley Bank, N.A., as Documentation Agents,
dated November 24, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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