This Tender Offer Statement on Schedule TO (this Schedule TO) relates to the tender offer by Chelsea Merger Sub Inc., a Delaware corporation (Merger Sub) and a wholly owned direct subsidiary of Coach, Inc., a Maryland corporation (Parent), for all of the outstanding shares of common stock, par value $1.00 per share (Shares), of Kate Spade & Company, a Delaware corporation (Kate Spade), at a price of $18.50 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated May 26, 2017 (the Offer to Purchase), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the Letter of Transmittal), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the Offer.
All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
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Item 1.
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Summary Term Sheet.
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Regulation M-A Item 1001
The information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.
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Item 2.
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Subject Company Information.
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Regulation M-A Item 1002
(a)
Name and Address
. The name, address, and telephone number of the subject companys principal executive offices are as follows:
Kate Spade & Company
2 Park Avenue
New York, New York 10016
(212) 354-4900
(b)-(c)
Securities; Trading Market and Price
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
INTRODUCTION
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THE TENDER OFFER —
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Section 6 (Price Range of Shares; Dividends)
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Item 3.
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Identity and Background of Filing Person.
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Regulation M-A Item 1003
(a)-(c)
Name and Address; Business and Background of Entities; and Business and Background of Natural
Persons
. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
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THE TENDER OFFER —
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Section 8 (Certain Information Concerning Parent and Merger Sub)
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SCHEDULE I—Information Relating to Parent and Merger Sub
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Item 4.
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Terms of the Transaction.
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Regulation M-A Item 1004
(a)
Material Terms
. The information set forth in the Offer to Purchase is incorporated herein by reference.