Item 1.02. Termination of a Material Definitive Agreement.
In connection with the completion of the Merger, all outstanding obligations in
respect of principal, interest and fees under that certain Five Year Credit
Agreement, dated as of October 25, 2018, by and among Registrant and each other
subsidiary of Registrant that is a borrower and is a signatory thereto and MUFG
Bank Ltd., as Administrative Agent, and various lenders party thereto (the
"Credit Agreement"), were repaid and, on January 7, 2021, all commitments under
the Credit Agreement were terminated.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The description contained under the Introductory Note above is hereby
incorporated by reference in its entirety into this Item 2.01.
The description of the effects of the Amended Merger Agreement and the
transactions contemplated by the Amended Merger Agreement do not purport to be
complete and are subject to, and qualified in their entirety by reference to,
the full text of the Amended Merger Agreement, which was filed as Exhibit 2.1 to
Registrant's Current Report on Form 8-K, filed with the SEC on October 29, 2020
and which is incorporated herein by reference.
The Merger has received all regulatory approvals required under the Merger
Agreement for the completion of the Merger, including in the United States, the
European Union, Australia, Canada, China, Japan, Mexico, Russia, South Korea and
Taiwan. The Merger is still under review by the competition authority in the
Kingdom of Saudi Arabia.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under the Introductory Note and under Item 2.01 of
this Current Report on Form 8-K is incorporated by reference in this Item 3.01.
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On January 7, 2021, in connection with the completion of the Merger, Registrant
notified The New York Stock Exchange ("NYSE") of the completion of the Merger
and requested that NYSE delist the Common Stock and file with the SEC a
notification of removal from listing on Form 25 to report that the Common Stock
will no longer be listed on NYSE. Trading of the Common Stock on NYSE was
suspended prior to the opening of trading on January 7, 2021.
Registrant intends to file with the SEC a certification on Form 15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), requesting
(i) the termination of Registrant's registration and reporting obligations under
Section 12 of the Exchange Act with respect to the Common Stock and (ii) the
suspension of Registrant's reporting obligations under Section 15(d) of the
Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth under the Introductory Note and under Items 2.01,
3.01, 5.01, and 5.03 of this Current Report on Form 8-K is incorporated by
reference in this Item 3.03.
In connection with the Merger and at the Effective Time, holders of the Common
Stock immediately prior to such time ceased to have any rights as stockholders
in the Company (other than their right to receive the Per Share Merger
Consideration pursuant to the terms of the Amended Merger Agreement).
Item 5.01. Changes in Control of Registrant.
The information set forth under the Introductory Note and under Items 2.01, 3.03
and 5.02 of this Current Report on Form 8-K is incorporated by reference in this
Item 5.01.
As a result of the completion of the Merger and at the Effective Time, a change
of control of Registrant occurred, Merger Sub has been merged with and into
Registrant, with Registrant continuing as the Surviving Corporation, and
Registrant has become a wholly owned indirect subsidiary of LVMH.
On November 25, 2019, LVMH notified Registrant that LVMH entered into the
facilities agreement, dated as of November 25, 2019, with, among others,
Citigroup Global Markets Limited, as coordinator, and Citibank Group plc, UK
Branch, as agent, which provides for a $8,500,000,000 bridge loan facility, a
$5,750,000,000 364-day revolving credit facility and a €2,500,000,000 revolving
credit facility. On February 11, 2020 and April 7, 2020, LVMH completed eight
bond issuances totaling approximately €10,700,000,000 (the "bonds"), following
which the $8,500,000,000 bridge loan facility was terminated. Proceeds of the
364-day revolving credit facility, the revolving credit facility, the bonds and
other sources may be used for the payment of the merger consideration and fees
and expenses in connection with the Merger.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In accordance with the terms of the Amended Merger Agreement, and effective as
of the Effective Time, each member of the board of directors of Registrant (the
"Board") resigned from the Board. The members of the Board immediately prior to
the Effective Time were Alessandro Bogliolo, Rose Marie Bravo, Hafize Gaye
Erkan, Roger N. Farah, Jane Hertzmark Hudis, Abby F. Kohnstamm, James E. Lillie,
William A. Shutzer, Robert S. Singer and Annie Young-Scrivner.
From and after the Effective Time, until the earlier of their death,
resignation, incapacity or removal or until successors are duly elected or
appointed and qualified, (i) the directors of Merger Sub immediately prior to
the Effective Time shall be the directors of the Surviving Corporation and
(ii) except as noted in the following paragraph, the officers of Registrant
immediately prior to the Effective Time shall be the officers of the Surviving
Corporation.
On January 6, 2021, Mark J. Erceg announced that he would be leaving as Chief
Financial Officer of Registrant, effective as of immediately after the Effective
Time, and on January 7, 2021, Alessandro Bogliolo announced that he would be
leaving as Chief Executive Officer of Registrant, effective as of immediately
after the Effective Time, and Daniella Vitale announced that she would be
leaving as Executive Vice President and Chief Brand
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Officer of Registrant on January 15, 2021. Also on January 7, 2021, the board of
directors of the Surviving Corporation appointed Anthony Ledru as President and
Chief Executive Officer of the Surviving Corporation, Alexandre Arnault as
Executive Vice President, Product and Communications, of the Surviving
Corporation, and Michael Burke became Chairman of the Board of the Surviving
Corporation.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
At the Effective Time, Registrant's Restated Certificate of Incorporation (as
last restated on May 16, 1996, and subsequently amended on May 20, 1999 and
May 18, 2000) was amended and restated in its entirety, and is filed herewith as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
At the Effective Time, Registrant's Restated Bylaws (as last amended on
November 24, 2019) (the "Bylaws") were amended and restated in their entirety to
be the bylaws of Merger Sub as in effect immediately prior to the Effective Time
(except (i) the name of Registrant remained "Tiffany & Co.", and (ii) any
provisions required to be included in the Bylaws of the Surviving Corporation
pursuant to the Amended Merger Agreement were not amended, altered or appealed),
and is filed herewith as Exhibit 3.2 to this Current Report on Form 8-K and are
incorporated by reference herein.
Item 8.01. Other Events.
On January 7, 2021, Registrant and LVMH issued a joint press release announcing
the completion of the acquisition. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1 Amended and Restated Agreement and Plan of Merger, dated as of
October 28, 2020, by and among Tiffany & Co., LVMH Moët
Hennessy - Louis Vuitton SE, Breakfast Holdings Acquisition Corp. and
Breakfast Acquisition Corp. (incorporated by reference to Exhibit 2.1
to Registrant's Current Report on Form 8-K filed with the SEC on
October 29, 2020).
3.1 Amended and Restated Certificate of Incorporation of Tiffany & Co.
3.2 Amended and Restated Bylaws of Tiffany & Co.
99.1 Press release, dated January 7, 2021.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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