LONDON--(BUSINESS WIRE)--
Michael Kors Holdings Limited (NYSE:KORS) (the “Company”) today
announced that Michael Kors (USA), Inc., a wholly owned subsidiary of
the Company (the “Issuer”), intends to commence an offering of senior
notes (the “Notes”). The Notes will be issued to finance, in part, the
Company’s pending acquisition of Jimmy Choo PLC, a public company
organized under the laws of England and Wales, and its subsidiaries
(collectively, “Jimmy Choo”) (the “Acquisition”) and certain related
refinancing transactions. The proceeds of the Notes will be held in
escrow until immediately prior to the consummation of the Acquisition.
The Notes will be senior unsecured notes and will be guaranteed by the
Company and the Company’s existing and future subsidiaries that
guarantee or are borrowers under the Company’s new $2.0 billion senior
unsecured credit facilities (the “New Credit Facilities”) (subject to
certain exceptions, including for subsidiaries organized in China),
including, following (and conditional upon) the closing of the
Acquisition, Jimmy Choo and all of its existing and future subsidiaries
who are guarantors or borrowers under the New Credit Facilities (subject
to certain exceptions, including for subsidiaries organized in China).
The Notes will be offered only to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to
persons outside of the United States in compliance with Regulation S
under the Securities Act. The issuance and sale of the Notes have not
been registered under the Securities Act, and the Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the securities referred to herein, nor
shall there be any offer, solicitation or sale of any securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
Cautionary Note Regarding Forward-Looking Statements
This Press Release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other securities laws. The forward-looking statements involve risks and
uncertainties. Actual results may differ materially from expectations
discussed in such forward-looking statements. Although the Company
believes that its forward-looking statements are based on reasonable
assumptions, expected results may not be achieved, and actual results
may differ materially from its expectations.
The Company’s forward-looking statements should not be relied upon
except as statements of the Company’s present intentions and of the
Company’s present expectations, which may or may not occur. Cautionary
statements should be read as being applicable to all forward-looking
statements wherever they appear. Except as required by law, the Company
undertakes no obligation to release publicly the result of any revision
to these forward-looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and
consider the various disclosures the Company has made in this Current
Report, as well as the Company’s other filings with the Securities and
Exchange Commission (the “SEC”). In particular, see the Company’s Annual
Report on Form 10-K, filed with the SEC on May 31, 2017, and Quarterly
Report on Form 10-Q, filed with the SEC on August 9, 2017, copies of
which are available upon request from the Company. The Company does not
assume any obligation to update the forward looking information
contained in this Current Report.
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Source: Michael Kors Holdings Limited