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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): October 1, 2024

 

 

V.F. Corporation

(Exact name of registrant as specified in charter)

 

 

 

Pennsylvania   1-5256   23-1180120

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

1551 Wewatta Street

Denver, Colorado 80202

(Address of principal executive offices)

(720) 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:

 

☐

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

Common Stock, without par value, stated capital $.25 per share   VFC   New York Stock Exchange
4.125% Senior Notes due 2026   VFC26   New York Stock Exchange
0.250% Senior Notes due 2028   VFC28   New York Stock Exchange
4.250% Senior Notes due 2029   VFC29   New York Stock Exchange
0.625% Senior Notes due 2032   VFC32   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 2.01.

Completion of Acquisition or Disposition of Assets.

On October 1, 2024, V.F. Corporation (“VF”) completed the previously announced sale of its Supreme® brand business (“Supreme”) to EssilorLuxottica S.A. (“Buyer”) pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of July 16, 2024, between VF and Buyer (the “Disposition”).

Buyer paid to VF an aggregate base purchase price of $1,500,000,000, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses as more fully set forth in the Purchase Agreement. VF will prepay certain indebtedness with the net cash proceeds of the Disposition pursuant to the terms of the Term Loan Agreement, dated as of August 11, 2022, as amended, by and among VF and the other parties thereto, within ten business days after VF’s receipt of such net cash proceeds.

The foregoing description of the Disposition and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was attached as Exhibit 2.1 to VF’s Current Report on Form 8-K filed with the SEC on July 17, 2024 and is incorporated by reference herein.

 

Item 7.01.

Regulation FD Disclosure

On October 2, 2024, VF and Buyer issued a press release announcing the completion of the Disposition. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(b) Unaudited Pro Forma Condensed Consolidated Financial Information.

VF expects to file the Unaudited Pro Forma Condensed Consolidated Balance Sheet of VF as of June 29, 2024 and the Unaudited Pro Forma Condensed Consolidated Statements of Operations of VF for the three months ended June 29, 2024 and for each of the years ended March 30, 2024, April 1, 2023 and April 2, 2022, giving effect to the sale of Supreme, in a current report on Form 8-K no later than October 7, 2024, which is the fourth business day after the completion of the Disposition.

 

 

*

Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. VF hereby agrees to furnish a copy of any omitted schedule or exhibit to the SEC 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 hereunto duly authorized.

Date: October 2, 2024

 

V.F. CORPORATION
By:  

/s/ Jennifer S. Sim

Name:   Jennifer S. Sim
Title:   Chief Legal Officer & Corporate Secretary

Exhibit 99.1

 

LOGO    LOGO

EssilorLuxottica Completes Acquisition of Supreme® from VF Corporation

Paris, France and Denver, CO (October 2, 2024 – 7am CEST) – EssilorLuxottica, a global leader in the optical industry, announced that it has successfully closed the previously announced transaction to acquire the Supreme® brand from VF Corporation (NYSE: VFC), a global leader in branded lifestyle apparel, footwear and accessories, for an aggregate base purchase price of $1.5 billion in cash subject to customary adjustments.

The transaction has been cleared by all relevant competition authorities.

About EssilorLuxottica

EssilorLuxottica is a global leader in the design, manufacture and distribution of ophthalmic lenses, frames and sunglasses. With over 200,000 employees across 150 countries, 650 operations facilities and 18,000 stores, in 2023 the Company generated consolidated revenue of Euro 25.4 billion. Its mission is to help people around the world to see more and be more by addressing their evolving vision needs and personal style aspirations. EssilorLuxottica is home to the most advanced lens technologies including Varilux, Stellest and Transitions, the most iconic eyewear brands including Ray-Ban and Oakley, the most desired luxury licensed brands and world-class retailers including LensCrafters and Sunglass Hut. The Company’s OneSight EssilorLuxottica Foundation has given access to sustainable vision care to more than 760 million people in underserved communities. The EssilorLuxottica share trades on the Euronext Paris market and is included in the Euro Stoxx 50 and CAC 40 indices. Codes and symbols: ISIN: FR0000121667; Reuters: ESLX.PA; Bloomberg: EL:FP. www.essilorluxottica.com

About VF

Founded in 1899, VF Corporation is one of the world’s largest apparel, footwear and accessories companies connecting people to the lifestyles, activities and experiences they cherish most through a family of iconic outdoor, active and workwear brands including Vans®, The North Face®, Timberland® and Dickies®. Our purpose is to power movements of sustainable and active lifestyles for the betterment of people and our planet. We connect this purpose with a relentless drive to succeed to create value for all stakeholders and use our company as a force for good. For more information, please visit vfc.com.

 

EssilorLuxottica    VF Corporation:
Corporate Communications    Media Contact
Marco Catalani    Colin Wheeler
Head of Corporate Communications    Vice President, Corporate Communications
media@essilorluxottica.com    colin_wheeler@vfc.com
Investor Relations    Investor Contact
Giorgio Iannella    Allegra Perry
Head of Investor Relations    Vice President, Investor Relations
ir@essilorluxottica.com    ir@vfc.com
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