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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/23 V F Corp. 8-K:1,2,9 2/16/23 13:1.6M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 34K 2: EX-10.1 Material Contract HTML 731K 3: EX-10.2 Material Contract HTML 487K 8: R1 Document and Entity Information HTML 56K 11: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- d464382d8k_htm XML 24K 10: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.DEF XBRL Definitions -- vfc-20230216_def XML 43K 6: EX-101.LAB XBRL Labels -- vfc-20230216_lab XML 71K 7: EX-101.PRE XBRL Presentations -- vfc-20230216_pre XML 44K 4: EX-101.SCH XBRL Schema -- vfc-20230216 XSD 17K 12: JSON XBRL Instance as JSON Data -- MetaLinks 14± 23K 13: ZIP XBRL Zipped Folder -- 0001193125-23-041127-xbrl Zip 301K
| Form 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i February 16, 2023
V.F. Corporation
(Exact name of registrant as specified in charter)
| i Pennsylvania | i 1-5256 | i 23-1180120 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
i 1551 Wewatta Street
i Denver, i Colorado i 80202
(Address of principal executive offices)
i (720) i 778-4000
(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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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 | ||
| i Common Stock, without par value, stated capital $.25 per share | i VFC | i New York Stock Exchange | ||
| i 0.625% Senior Notes due 2023 | i VFC23 | i New York Stock Exchange | ||
| i 0.250% Senior Notes due 2028 | i VFC28 | i New York Stock Exchange | ||
| i 0.625% Senior Notes due 2032 | i VFC32 | i 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 i ☐
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.
Amendment to Revolving Credit Agreement
On February 16, 2023 (the “Amendment Effective Date”), V.F. Corporation (the “Company” or “VF”) entered into an amendment (the “Revolver Amendment”) to its $2.25 billion senior unsecured revolving credit facility that expires November 2026. The Revolver Amendment amends: (x) the definition of “Consolidated Net Worth” to include, for any fiscal quarter ending on or prior to September 30, 2026 and solely for purposes of calculating the Consolidated Net Indebtedness to Consolidated Net Capitalization financial covenant (the “Financial Covenant”), addbacks for (a) non-cash impairment charges and (b) material impacts resulting from adverse legal rulings relating to certain pending legal proceedings, in each case for the fiscal quarter in which such charges or impacts were recognized and the four immediately succeeding fiscal quarters; provided that the aggregate amount of all such charges and impacts will not exceed US$850 million and (y) the Financial Covenant ratio levels, such that such ratio will not exceed (a) on or prior to the fiscal quarter ending September 30, 2024, 0.70 to 1.00, (b) thereafter and on or prior to the fiscal quarter ending September 30, 2025, 0.65 to 1.00 and (c) thereafter through maturity, 0.60 to 1.00.
The foregoing description of the terms of the Revolver Amendment is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Amendment to Delayed Draw Term Loan Agreement
On the Amendment Effective Date, the Company entered into an amendment to its $1.0 billion delayed draw Term Loan Agreement that expires December 2024 (the “DDTL Amendment”). The DDTL Amendment amends: (x) the definition of “Consolidated Net Worth” to include, for any fiscal quarter ending on or prior to September 30, 2026 and solely for purposes of calculating the Consolidated Net Indebtedness to Consolidated Net Capitalization Financial Covenant, addbacks for (a) non-cash impairment charges and (b) material impacts resulting from adverse legal rulings relating to certain pending legal proceedings, in each case for the fiscal quarter in which such charges or impacts were recognized and the four immediately succeeding fiscal quarters; provided that the aggregate amount of all such charges and impacts will not exceed US$850 million and (y) the Financial Covenant ratio levels, such that such ratio will not exceed (a) on or prior to the fiscal quarter ending September 30, 2024, 0.70 to 1.00, (b) thereafter and on or prior to the fiscal quarter ending September 30, 2025, 0.65 to 1.00 and (c) thereafter through maturity, 0.60 to 1.00.
The foregoing description of the terms of the DDTL Amendment is not a complete description thereof and is qualified in its entirety by the full text of such agreement which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
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 is incorporated by reference in this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Amendment No. 1 to Revolving Credit Agreement, dated as of February 16, 2023, by and among V.F. Corporation, JP Morgan Chase Bank, N.A., as the Administrative Agent, the Lenders party thereto and the other parties thereto. | |
| 10.2 | Amendment No. 1 to Term Loan Agreement, dated as of February 16, 2023, by and among V.F. Corporation, as borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, the Lenders party thereto and the other parties thereto. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 hereunto duly authorized.
| V.F. CORPORATION | ||
| By: | /s/ Jennifer S. Sim | |
| Name: | Jennifer S. Sim | |
| Title: | Executive Vice President, General Counsel & Secretary | |
Date: February 16, 2023
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/30/26 | None on these Dates | |||
| 9/30/25 | ||||
| 9/30/24 | ||||
| Filed on / For Period end: | 2/16/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/25/23 V F Corp. 10-K 4/01/23 159:22M 2/27/23 V F Corp. 424B5 2:706K Donnelley … Solutions/FA 2/21/23 V F Corp. 424B3 1:654K Donnelley … Solutions/FA |