Capri Holdings（CPRI）簽訂信貸修訂案 削減循環信貸至10億美元並延長到期日至2031年

FORM 8-K

 
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):
June 24, 2026

 

 

 

 

Capri Holdings Ltd

(Exact name of Registrant as Specified in
its Charter)

 

 

 

001-35368

(Commission File Number)

 

 
 British Virgin Islands
 N/A

 
 (State or other jurisdiction

of incorporation)
 (I.R.S. Employer

Identification No.)

 
 

90 Whitfield Street

2nd Floor

London, United Kingdom

W1T 4EZ

(Address of Principal Executive Offices)

 

44 207 632 8600

(Registrant’s telephone number, including
area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 
 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to
Section 12(b) of the Act:

 

 
 Title of Each Class
 Trading Symbol(s)
 Name of Each Exchange on which Registered

 
 Ordinary Shares, no par value
 CPRI
 New York Stock Exchange

 
 

Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

 
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 ☐

 
 

 

    

  

 

 

 
 ITEM 1.01
 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

 
On June 24, 2026 (the “Closing
Date”), Capri Holdings Limited (the “Company”) entered into Amendment No. 1 (the “Amendment”) to its existing
Amended and Restated Credit Agreement, dated as of February 4, 2025 (the “Existing Credit Agreement”, and as amended by the
Amendment, the “Credit Agreement”), with, among others, JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative
agent. The Amendment amends the Existing Credit Agreement to, among other things, reduce the aggregate commitments under the Company’s
existing revolving credit facility from $1.5 billion to $1.0 billion and extend the maturity of the commitments to June 24, 2031 by establishing
replacement revolving credit commitments (the “2026 Revolving Credit Facility”).

The Company, a U.S. subsidiary
of the Company, a Canadian subsidiary of the Company, a Swiss subsidiary of the Company and a Dutch subsidiary of the Company are borrowers
under the 2026 Revolving Credit Facility, which is guaranteed by the borrowers and certain other subsidiaries of the Company (the “Guarantees”).
Borrowings under the 2026 Revolving Credit Facility may be denominated in U.S. Dollars, Euros, Canadian Dollars, Pounds Sterling, Japanese
Yen and Swiss Francs. The 2026 Revolving Credit Facility includes sub-facilities for the issuance of letters of credit up to $125 million
and swing line loans at the administrative agent’s discretion of up to $100 million.

The 2026 Revolving Credit
Facility is secured by liens on substantially all of the assets of the Company and its U.S. subsidiaries that are borrowers and guarantors,
excluding real property and other customary exceptions, and by substantially all of the registered intellectual property of the Company
and its subsidiaries.

Borrowings under the 2026
Revolving Credit Facility bear interest, at the Company’s option, at (i) for loans denominated in U.S. Dollars, (A) an alternate
base rate (the “Alternate Base Rate”), which is the greatest of (x) the prime rate publicly announced from time to time by
JPMorgan Chase, (y) the greater of the federal funds effective rate and the Federal Reserve Bank of New York overnight bank funding rate
and zero, plus 50 basis points, and (z) the greater of term SOFR for an interest period of one month and zero, plus 100 basis points or
(B) the greater of term SOFR for the applicable interest period and zero; (ii) for loans denominated in Pounds Sterling, the greater of
SONIA and zero; (iii) for loans denominated in Swiss Francs, the greater of SARON and zero; (iv) for loans denominated in Euro, the greater
of EURIBOR for the applicable interest period adjusted for statutory reserve requirements and zero; (v) for loans denominated in Canadian
Dollars, the greater of daily simple CORRA and zero; and (vi) for loans denominated in Japanese Yen, the greater of TIBOR for the applicable
interest period adjusted for statutory reserve requirements and zero; in each case, plus an applicable margin based on the Company's net
leverage ratio.

The 2026 Revolving Credit
Facility provides for an annual administration fee and an unused commitment fee equal to 10.0 basis points to 20.0 basis points per annum,
based on the Company’s net leverage ratio, applied to the average daily unused amount of the 2026 Revolving Credit Facility. Borrowings
under the 2026 Revolving Credit Facility may be prepaid and the commitments may be terminated or reduced by the borrowers without premium
or penalty other than customary “breakage” costs.

The 2026 Revolving Credit
Facility also permits certain working capital facilities between the Company or any of its subsidiaries, on the one hand, and a lender
or an affiliate of a lender under the 2026 Revolving Credit Facility, on the other, to be guaranteed under the Guarantees, and permits
certain swap obligations and banking services obligations owing to, supply chain financings with, and certain bilateral letters of credit
and bank guarantees issued by, a lender or an affiliate of a lender to be guaranteed and secured under the Guarantees and collateral documents.

The Credit Agreement
continues to require the Company to maintain a net leverage ratio as of the end of each fiscal quarter of no greater than 4.0 to 1; provided,
that on no more than two occasions, if the Company consummates a material acquisition, the Company may elect to increase the covenant
level to 4.5 to 1 for the four fiscal quarter period commencing with the fiscal quarter in which such material acquisition is consummated.
Such net leverage ratio is calculated as the ratio of the sum of total indebtedness, plus the capitalized amount of all operating lease
obligations, as of the date of measurement, minus unrestricted cash and cash equivalents not to exceed $200,000,000, to Consolidated
EBITDAR. The Credit Agreement also includes covenants that limit additional indebtedness, liens, acquisitions and other investments,
dispositions, restricted payments and affiliate transactions. The Credit Agreement contains events of default customary for financings
of this type, including, but not limited to, payment defaults, material inaccuracy of representations and warranties, covenant defaults,
cross-defaults to certain

    

  

 

 

indebtedness, certain events
of bankruptcy or insolvency, certain events under ERISA, material judgments, actual or asserted failure of any guaranty or collateral
document supporting the 2026 Revolving Credit Facility to be in full force and effect, and changes of control. If such an event of default
occurs and is continuing, the lenders under the 2026 Revolving Credit Facility would be entitled to take various actions, including, but
not limited to, terminating the commitments and accelerating amounts outstanding under the 2026 Revolving Credit Facility and exercising
remedies against collateral.

In the ordinary course of
their business, the lenders and certain of their affiliates have in the past engaged in, or may in the future engage in, investment and
commercial banking or other transactions of a financial nature with the Company or its affiliates, including the provision of certain
advisory services and the making of loans to the Company and its affiliates.

This summary does not
purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.

 
 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 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

 
 Exhibit

 No.
  
 Description

 
 10.1
  
 Amendment No. 1 to Amended and Restated Credit Agreement, dated as of June 24, 2026, among Capri Holdings Limited, Michael Kors (USA), Inc., Michael Kors (Switzerland) GmbH, 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.

 
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Schedules have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange
Commission upon request.

 

 

 

 

    

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 
  
 CAPRI HOLDINGS LIMITED
  

 
  
  
  
  

 
 Date: June 25, 2026
  
  
  

 
  
  
  
  

 
  
 By:
 /s/ Krista A. McDonough
  

 
  
 Name:
 Krista A. McDonough
  

 
  
 Title:
 Senior Vice President, General Counsel & Chief Sustainability Officer