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): February
23, 2015
Coach,
Inc.
(Exact name of registrant as specified in its charter)
Maryland |
1-16153 |
52-2242751 |
(State of |
(Commission File Number) |
(IRS Employer |
Incorporation) |
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Identification No.) |
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516 West 34th Street, New York, NY 10001 |
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(Address of principal executive offices) (Zip Code) |
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(212)
594-1850
(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))
Item 1.01 Entry
into a Material Definitive Agreement.
On February
23, 2015, Coach, Inc., a Maryland corporation
(the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”) with J.P.
Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the
several underwriters named therein (collectively, the “Underwriters”), providing for its underwritten public
offering of $600 million aggregate principal amount of 4.250% senior unsecured notes due 2025 (the
“Notes”). The
offer and sale of the Notes is registered under the Securities Act of 1933, as amended, pursuant to an automatic shelf
registration statement on Form S-3 (File No. 333-200642) filed with the Securities and Exchange Commission on December 1,
2014. The Company intends to use the net proceeds from the offering for general corporate purposes, which may include capital
expenditures, working capital, repayment of outstanding revolver borrowings, acquisitions, or investments in, and funding
for, its Hudson Yards development.
The Underwriting Agreement contains customary representations,
warranties and agreements of the Company and customary conditions to closing, indemnification rights and obligations of the parties.
The Company expects the transaction to close on or about March 2, 2015 (the “Closing Date”).
Some of the underwriters and their affiliates have engaged in,
and may in the future engage in, various financial advisory, investment banking and other commercial dealings in the ordinary course
of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these
transactions.
The Notes will be issued under an Indenture (the “Base
Indenture”), as supplemented by a First Supplemental Indenture, to be dated as of the Closing Date (the “First Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank National
Association, as trustee. The Indenture will contain covenants limiting the Company’s ability to: (1) create certain liens,
(2) enter into certain sale and leaseback transactions and (3) merge, or consolidate or transfer, sell or lease all or substantially
all of the Company’s assets. These covenants will be subject to important limitations and exceptions that will be described
in the Indenture.
The Notes will bear interest at a rate of 4.250% per
year, payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2015. The Notes will be
unsecured, senior obligations and rank equal in right of payment to any of the Company’s existing and future senior
unsecured indebtedness, senior in right of payment to any of the Company’s future subordinated indebtedness,
effectively subordinated in right of payment to any of the Company’s subsidiaries’ obligations (including secured
and unsecured obligations) and effectively subordinated in right of payment to any of the Company’s secured
obligations, to the extent of the assets securing such obligations.
The description of the Underwriting Agreement and the Indenture
in this Form 8-K is a summary of, and is qualified in its entirety by, the terms of the Underwriting Agreement and the Indenture.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference. A copy of
the Indenture will be subsequently filed in a Current Report on Form 8-K on or promptly following the Closing Date.
Item 8.01 Other
Events.
On February 23, 2015, the Company issued a press
release announcing the pricing of its public offering of $600 million aggregate principal amount of 4.250% senior
unsecured notes due 2025. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial
Statements and Exhibits.
(d) |
Exhibits |
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1.1 |
Underwriting Agreement, dated as of February
23, 2015, among the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein. |
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99.1 |
Press Release issued by Coach, Inc. on February 23,
2015, announcing the pricing of its underwritten public offering of $600 million aggregate principal amount of 4.250%
senior unsecured notes due 2025. |
SIGNATURE
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.
Dated: February
23, 2015
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COACH, INC. |
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By: |
/s/ Todd Kahn |
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Todd Kahn |
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Global Corporate Affairs Officer, General |
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Counsel and Secretary |
Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated as of February
23, 2015, among the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein. |
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99.1 |
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Press Release issued by Coach, Inc. on February 23, 2015, announcing the pricing of its underwritten public offering of
$600 million aggregate principal amount of 4.250% senior unsecured notes due 2025. |
Exhibit 1.1
COACH, INC.
(a Maryland corporation)
$600,000,000 4.250%
Notes due 2025
UNDERWRITING AGREEMENT
Dated: February 23, 2015
COACH, INC.
(a Maryland corporation)
$600,000,000 4.250%
Notes due 2025
UNDERWRITING AGREEMENT
February 23, 2015
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
as Representatives of the several Underwriters
named in
Schedule 1 hereto
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, NY 10036
As Representatives of the several Underwriters named in Schedule
A hereto
Ladies and Gentlemen:
Coach, Inc., a Maryland
corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the
“Underwriters”), acting severally and not jointly, the respective principal amounts set forth in such Schedule
A of the Company’s 4.250% Notes due 2025 (the “Notes”). J.P.
Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated have agreed to act as representatives of
the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale
of the Notes.
The Notes will
be issued pursuant to an Indenture, dated as of March 2, 2015 (the “Base Indenture”), between the Company
and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be
established pursuant to a supplemental indenture (the “Supplemental Indenture”) to the Base Indenture,
dated as of March 2, 2015 (together with the Base Indenture, the “Indenture”). The Notes will be issued in
book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”),
pursuant to a Letter of Representations, to be dated on or before the Closing Time (as defined in Section 2 below) (the
“DTC Agreement”), among the Company, the Trustee and DTC.
The Company has prepared
and filed with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration
statement”, as defined under Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended (the “Securities
Act”), on Form S-3 (File No. 333-200642) covering the public offering and sale of certain securities of the Company,
including the Notes, under the Securities Act and the rules and regulations promulgated thereunder (the “Securities Act
Regulations”), which automatic shelf registration statement became effective under Rule 462(e) of the Securities Act
Regulations (“Rule 462(e)”). Such registration statement, as of any time, means such registration statement
as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time,
the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under
the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities
Act Regulations (“Rule 430B”), and is referred to herein as the “Registration Statement.”
Each preliminary prospectus supplement and the base prospectus used in connection with the offering of the Notes, including the
documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act
immediately prior to the Applicable Time (as defined below), are collectively referred to herein as a “preliminary prospectus.”
Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement relating
to the Notes in accordance with the provisions of Rule 424(b) of the Securities Act Regulations (“Rule 424(b)”). The
final prospectus supplement and the base prospectus, in the form first furnished to the Underwriters for use in connection with
the offering and sale of the Notes, including the documents incorporated or deemed to be incorporated by reference therein pursuant
to Item 12 of Form S-3 under the Securities Act immediately prior to the Applicable Time, are collectively referred to herein as
the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary
prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission
pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system)(“EDGAR”).
As used in this Agreement:
“Applicable
Time” means 4:45 P.M., New York City time, on February 23, 2015 or such other time as agreed by the Company and the
Representatives.
“General
Disclosure Package” means each Issuer General Use Free Writing Prospectus and the most recent preliminary prospectus
furnished to the Underwriters for general distribution to investors prior to the Applicable Time, all considered together.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities
Act Regulations (“Rule 433”), including, without limitation, any “free writing prospectus” (as defined
in Rule 405) relating to the Notes that is (i) required to be filed with the Commission by the Company, (ii) a “road show
that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission,
or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the Notes or
of the offering thereof that does not reflect the final terms, in each case in the form filed or required to be filed with the
Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution
to investors, as evidenced by its being specified in Schedule B hereto.
“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free
Writing Prospectus.
All references in this
Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus
shall be deemed to include all such financial statements and schedules and other information incorporated or deemed to be incorporated
by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the Applicable
Time; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus
or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations promulgated thereunder (the “Exchange Act Regulations”)
incorporated or deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus,
as the case may be, at or after the Applicable Time.
The Company hereby
confirms its agreements with the Underwriters as follows:
SECTION 1.
Representations and Warranties.
(a)
Representations and Warranties by the Company. The Company represents and warrants to each Underwriter at the date
hereof, the Applicable Time and the Closing Time (as defined below), and agrees with each Underwriter, as follows:
(i)
Compliance of the Registration Statement, the Prospectus and Incorporated Documents. The Company meets the requirements
for use of Form S-3 under the Securities Act. The Registration Statement is an automatic shelf registration statement under Rule
405 and the Notes have been and remain eligible for registration by the Company on such automatic shelf registration statement.
Each of the Registration Statement and any post-effective amendment thereto has become effective under the Securities Act. No stop
order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under
the Securities Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment
thereto pursuant to Rule 401(g)(2) of the Securities Act Regulations (“Rule 401(g)(2)”) has been received by
the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement
thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s
knowledge, contemplated. The Company has complied in all material respects with each request (if any) from the Commission for additional
information. In addition, the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the rules
and regulations promulgated thereunder (the “Trust Indenture Act”).
Each of the
Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and as of each deemed effective
date with respect to the Underwriters pursuant to Rule 430B(f)(2), complied in all material respects with the requirements of the
Securities Act, the Securities Act Regulations and the Trust Indenture Act. Each preliminary prospectus and the Prospectus and
any amendment or supplement thereto, at the time each was filed with the Commission, complied and will comply in all material respects
with the requirements of the Securities Act, the Securities Act Regulations and the Trust Indenture Act, and are identical to the
electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.
The documents
incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus,
at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements
of the Exchange Act and the Exchange Act Regulations.
The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any post-effective
amendment or the Prospectus or any amendments or supplements thereto made in reliance upon and in conformity with information furnished
to the Company in writing by any of the Underwriters through the Representatives expressly for use therein, it being understood
and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information
described as such in Section 6(b) hereof (the “Underwriter Information”).
(ii)
Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at the
Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time,
neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together
with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits
or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at
the time of any filing with the Commission pursuant to Rule 424(b) or at the Closing Time, included, includes or will include an
untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to
be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the
Registration Statement became effective or when such incorporated documents were filed with the Commission, as the case may be,
when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus,
as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading.
The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment
thereto with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification
(Form T-1) of the Trustee under the Trust Indenture Act or (ii) or the General Disclosure Package or the Prospectus or any amendment
or supplement thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall
be the Underwriter Information.
(iii)
Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus as of its issue date and at all subsequent times
through the Closing Time or until any earlier date that the Company notified or notifies the Representatives as described in the
next sentence conflicts or will conflict with the information contained in the Registration Statement, any preliminary prospectus
or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. If at any
time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which
such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement,
the General Disclosure Package or the Prospectus, the Company has promptly notified or will promptly notify the Representatives
and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus
to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free
Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the
Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter
through the Representatives consists of the Underwriter Information.
(iv)
Distribution of Offering Material By the Company. The Company has not distributed and will not distribute,
prior to the later of the Closing Time and the completion of the Underwriters’ distribution of the Notes, any offering material
in connection with the offering and sale of the Notes other than the Registration Statement, the General Disclosure Package, the
Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and listed on Schedule B hereto
or any electronic road show or other written communications reviewed and consented to by the Representatives and listed on Schedule
D hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication,
when taken together with the General Disclosure Package, did not, and at the Closing Time will not, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Company
Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter
through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished
by any Underwriter through the Representatives consists of the Underwriter Information.
(v)
Well-Known Seasoned Issuer. (A) At the original effectiveness of the Registration Statement, (B) at the time of the
most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment
was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus),
(C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made
any offer relating to the Notes in reliance on the exemption of Rule 163, (D) at the date of this Agreement and (E) at the Applicable
Time, the Company was and is a “well-known seasoned issuer”, as defined in Rule 405.
(vi)
Company Not Ineligible Issuer. (A) At the time of filing the Registration Statement and any post-effective amendment
thereto, (B) at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within
the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Notes, (C) at the date of this Agreement and (D) at the
Applicable Time, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account
of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible
issuer.
(vii)
Independent Accountants. The accountants who certified the financial statements and supporting schedules included
in the Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants with respect
to the Company as required by the Securities Act, the Securities Act Regulations, the Exchange Act, the Exchange Act Regulations
and are an independent registered public accounting firm with the Public Company Accounting Oversight Board.
(viii)
Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included in the Registration
Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in
all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement
of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified;
and said financial statements comply as to form in all material respects with the accounting requirements of the Securities Act
and have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on
a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP in
all material respects the information required to be stated therein. The selected financial data and the summary financial information
included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects
the information shown therein and have been compiled on a basis consistent in all material respects with that of the audited financial
statements included therein. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus fairly present the required information in all material respects and
has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.
(ix)
No Material Adverse Change. Since the end of the period covered by the latest audited financial statements included
or incorporated by reference in the General Disclosure Package and the Prospectus, (A) neither the Company nor any of its subsidiaries
has sustained any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered
by insurance, or from any labor dispute or court or governmental action, order or decree, (B) there has been no material adverse
change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material
Adverse Change”), and (C) there have been no transactions entered into by the Company or any of its subsidiaries,
other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered
as one enterprise and (D) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class
or series of its capital stock, except in each case as otherwise disclosed in each of the Registration Statement, the General Disclosure
Package and the Prospectus.
(x)
Good Standing of the Company. The Company (i) has been duly organized and is validly existing as a corporation in
good standing under the laws of the State of Maryland and has all requisite power and authority to own, lease and operate its properties
and conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter
into and perform its obligations under, and to consummate the transactions contemplated in, this Agreement, the Indenture and the
Notes and (ii) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in
which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing would not, singly or in the aggregate, result in a material adverse effect
(A) in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (B) on the ability of
the Company to enter into and perform its obligations under, or consummate the transactions contemplated in, this Agreement, the
Indenture and the Notes (each, a “Material Adverse Effect”). The Company has made available to the Representatives
complete and correct copies of the Charter and By-Laws and all amendments thereto, and no change thereto is contemplated or has
been authorized or approved by the Company or its stockholders.
(xi)
Good Standing of Significant Subsidiaries. Each “significant subsidiary” of the Company listed on Schedule
C hereto (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Significant Subsidiary” and, collectively,
the “Significant Subsidiaries”) has been duly organized and is validly existing and in good standing under the
laws of its respective jurisdiction of its incorporation or other organization, has all requisite power and authority to own, lease
and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package
and the Prospectus and, to the extent applicable, is duly qualified to transact business and is in good standing in each jurisdiction
in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business,
except where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse
Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued
and outstanding shares of capital stock of or other equity interests in each Significant Subsidiary have been duly authorized and
validly issued, are fully paid and non-assessable and are owned by the Company, directly or through subsidiaries, free and
clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital
stock of or other equity interests in any Significant Subsidiary were issued in violation of the preemptive or similar rights of
any securityholder of such Significant Subsidiary or any other entity. The only subsidiaries of the Company are the subsidiaries
listed on Exhibit 21 to the Registration Statement.
(xii)
Capitalization. The authorized, issued and outstanding shares of capital stock of the Company are as set forth in
the Registration Statement, the preliminary prospectus contained in the General Disclosure Package and the Prospectus under the
caption “Capitalization” (except for subsequent issuances, if any, pursuant to reservations, agreements or employee
benefit plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to the exercise
of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus).
(xiii)
Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(xiv)
Authorization of the Indenture. The Indenture has been duly qualified under the Trust Indenture Act and has been
duly authorized by the Company; and, assuming the authorization, execution and delivery of the Indenture by the Trustee, as of
the Closing Time, the Indenture will constitute a valid and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
(xv)
Authorization of the Notes. The Notes to be purchased by the Underwriters from the Company are in the form contemplated
by the Indenture, have been duly authorized for issuance pursuant to the Indenture and for sale pursuant to this Agreement and,
at the Closing Time, will have been duly executed by the Company and, when authenticated in the manner provided for in the Indenture
and delivered against payment of the purchase price therefor, will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable
principles, and will be entitled to the benefits of the Indenture.
(xvi)
Description of the Notes and the Indenture. The Notes and the Indenture conform in all material respects to the descriptions
thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus.
(xvii)
Accuracy of Statements. The statements in each of the Registration Statement, the General Disclosure Package
and the Prospectus under the captions “Description of Notes,” (other than “Book-Entry System; Delivery and Form,”)
“Description of Debt Securities” and “Certain Material U.S. Federal Tax Consequences” in each case insofar
as such statements constitute a summary of certain terms of documents referred to therein, fairly summarize, in all material respects,
the matters referred to therein.
(xviii)
Absence of Violations, Defaults and Conflicts. Neither the Company nor any of its Significant Subsidiaries is (A)
in violation of its charter, by-laws or similar organizational document, (B) in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement,
note, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which
it or any of them may be bound or to which any of the properties, assets or operations of the Company or any of its Significant
Subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not,
singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment,
order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body
or agency having jurisdiction over the Company or any of its Significant Subsidiaries or any of their respective properties, assets
or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate,
result in a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement, the Indenture and
the Notes and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure
Package and the Prospectus (including the issuance and sale of the Notes and the use of the proceeds from the sale of the Notes
as described therein under the caption “Use of Proceeds”) have been duly authorized by all requisite action and do
not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach
of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance
upon any properties, assets or operations of the Company or any of its Significant Subsidiaries pursuant to, the Agreements and
Instruments (except for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not,
singly or in the aggregate, result in a Material Adverse Effect), nor will such action result in any violation of the provisions
of the charter, by-laws or similar organizational document of the Company or any of its Significant Subsidiaries or any law, statute,
rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment Event”
means any event or condition which gives the holder of any note, debenture or other financing instrument (or any person acting
on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of the related
financing by the Company or any of its Significant Subsidiaries.
(xix)
Absence of Labor Dispute. No labor dispute with the employees of the Company or any of its subsidiaries exists or,
to the knowledge of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the
employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which could, singly
or in the aggregate, result in a Material Adverse Effect.
(xx)
Absence of Proceedings. Except as described in the Registration Statement, the General Disclosure Package and the
Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending,
or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could, singly
or in the aggregate, result in a Material Adverse Effect, or which might materially and adversely affect their respective properties,
assets or operations, or the consummation of the transactions contemplated in this Agreement, the Indenture or the Notes or the
performance by the Company of its obligations under this Agreement, the Indenture or the Notes. The aggregate of all pending legal
or governmental proceedings to which the Company or any of its subsidiaries are a party or of which any of their respective properties,
assets or operations are the subject which are not described in the Registration Statement, the General Disclosure Package and
the Prospectus, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, result
in a Material Adverse Effect.
(xxi)
Accuracy of Contracts; Filing of Exhibits. There are no contracts, instruments or other documents which are required
to be described in the Registration Statement, any preliminary prospectus or the Prospectus or to be filed as exhibits to the Registration
Statement which have not been so described and filed as required.
(xxii)
Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration,
qualification or decree of, any Governmental Entity is necessary or required for the performance by the Company of its obligations
under this Agreement, the Indenture, or the Notes, in connection with the offering, issuance or sale of the Notes or the consummation
of the transactions contemplated in this Agreement, the Indenture or the Notes, except such as have been already obtained or as
may be required under the Securities Act, the Securities Act Regulations, the securities laws of any state or non-U.S. jurisdiction
or the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”).
(xxiii)
Possession of Licenses and Permits. The Company and its Significant Subsidiaries possess such permits, licenses,
approvals, consents and other authorizations (collectively, “Governmental Licenses”) issued by the appropriate
Governmental Entities necessary to conduct the business now operated by them, except where the failure so to possess would not,
singly or in the aggregate, result in a Material Adverse Effect. The Company and its Significant Subsidiaries are in compliance
with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate,
result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except when the invalidity
of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or
in the aggregate, result in a Material Adverse Effect. Neither the Company nor any of its Significant Subsidiaries has received
any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, if the subject of an unfavorable
decision, ruling or finding, could, singly or in the aggregate, result in a Material Adverse Effect.
(xxiv)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by
them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security
interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the
General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries.
All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and
under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure
Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any
material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned
above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease
or sublease, except as would not, singly or in the aggregate, result in a Material Adverse Effect.
(xxv)
Possession of Intellectual Property. Except as would not, singly or in the aggregate, result in a Material Adverse
Effect, the Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses,
inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual
Property”) necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries
has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to
any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to
protect the interest of the Company or any of its subsidiaries therein, and which infringement or conflict, if the subject of an
unfavorable decision, ruling or finding, or invalidity or inadequacy, could, singly or in the aggregate, result in a Material Adverse
Effect.
(xxvi)
Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law
to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid,
except assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided,
and except to the extent any failure to file or pay would not, singly or in the aggregate, result in a Material Adverse Effect.
No assessment in connection with any United States federal income tax returns of the Company and its subsidiaries through the fiscal
year ended June 28, 2014 has been made against the Company or any of its subsidiaries, except to the extent any assessment would
not, singly or in the aggregate, result in a Material Adverse Effect. The Company and its subsidiaries have filed all other tax
returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as
the failure to file such returns would not, singly or in the aggregate, result in a Material Adverse Effect, and has paid all taxes
due pursuant to such returns or pursuant to any assessment received by the Company or any of its subsidiaries, except for such
taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company and
except to the extent the failure to file such returns or to pay such taxes would not, singly or in the aggregate, result in a Material
Adverse Effect. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability
for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years
not finally determined, except to the extent of any inadequacy that would not, singly or in the aggregate, result in a Material
Adverse Effect.
(xxvii)
Insurance. The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially
sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute
engaged in the same or similar business, and all such insurance is in full force and effect. The Company and its subsidiaries are
in compliance with the terms of such policies and instruments in all material respects, and there are no claims by the Company
or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending
under a reservation of rights clause. The Company has no reason to believe that it or any of its subsidiaries will not be able
(A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from
similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not,
singly or in the aggregate, result in a Material Adverse Effect.
(xxviii)
Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus
or would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries
is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common
law or any legally binding judicial or administrative interpretation thereof, including any judicial or administrative order, consent,
decree or judgment, relating to pollution or protection of human health as it relates to exposure to Hazardous Materials (as defined
below), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata)
or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or
mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the
Company and its subsidiaries have all permits, authorizations and approvals required to conduct their business under any applicable
Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the knowledge of the Company,
threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance
or violation, investigation or proceedings (including those for which monetary sanctions of $100,000 or more will be imposed) relating
to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events
or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, an action, suit or
proceeding by any private party or Governmental Entity, or any liability or costs, of, against or affecting the Company or any
of its subsidiaries relating to Hazardous Materials or any Environmental Laws.
(xxix)
Accounting Controls and Disclosure Controls. The Company and each of its subsidiaries maintain effective internal
control over financial reporting (as defined under Rule 13-a15 and 15d-15 of the Exchange Act Regulations) and a system
of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with
management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance
with management’s general or specific authorization; (D) the recorded accountability for assets is compared with the existing
assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in
eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package
and the Prospectus fairly present the required information in all material respects and is prepared in accordance with the Commission's
rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and
the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in
the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting. The Company and each of its subsidiaries maintain an effective system of disclosure
controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 of the Exchange Act Regulations) that are designed to
ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms,
and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and
principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.
(xxx)
Compliance with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the
Company’s directors or officers, in their capacities as such, to comply in all material respects with any provision of the
Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations promulgated in connection
therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.
(xxxi)
ERISA Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations
thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their ERISA
Affiliates (as defined below) are in compliance in all material respects with ERISA, except for such failures to comply that would
not have a Material Adverse Effect. “ERISA Affiliate” means, with respect to the Company or a subsidiary, any
member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended
(the “Internal Revenue Code”), of which the Company or such subsidiary is a member. No “reportable event”
(as defined under ERISA, excluding, however, such events as to which the Pension Benefit Guaranty Corporation by regulation has
waived the requirements of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event) has occurred
or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company,
its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company,
its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any
“amount of unfunded benefit liabilities” (as defined under ERISA) that represents a material liability to the Company.
Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability
under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan,” (ii) Sections
412, 4971 or 4975 of the Internal Revenue Code, or (iii) Section 4980B of the Internal Revenue Code with respect to the excise
tax imposed thereunder, except for any such liability that would not have a Material Adverse Effect. Each “employee benefit
plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be
qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue
Service and nothing has occurred, whether by action or failure to act, which is reasonably likely to cause disqualification of
any such employee benefit plan under Section 401(a) of the Internal Revenue Code.
(xxxii)
Investment Company Act. The Company is not required, and upon the issuance and sale of the Notes as herein contemplated
and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and
the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940.
(xxxiii)
Absence of Manipulation. Neither the Company nor any subsidiary or other affiliate of the Company has taken, nor
will the Company or any such subsidiary or other affiliate take, directly or indirectly, any action which is designed, or would
be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Notes.
(xxxiv)
Foreign Corrupt Practices Act. None of the Company, any of its subsidiaries or, to the knowledge of the Company,
any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is
aware of or has taken any action since January 1, 2010, directly or indirectly, that would result in a violation by such persons
of either (i) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),
including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or
authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or
any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or
(ii) the U.K. Bribery Act 2010 (the “Bribery Act”) and the Company, its subsidiaries and, to the knowledge of
the Company, its other affiliates have conducted their businesses in compliance with the FCPA and the Bribery Act and have instituted
and maintain policies and procedures reasonably designed to ensure, and which are reasonably expected to continue to ensure, continued
compliance therewith.
(xxxv)
Money Laundering Laws. To the extent the Company and its subsidiaries are subject to such requirements, the operations
of the Company and its subsidiaries have, since January 1, 2010, complied with the financial recordkeeping and reporting requirements
of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any Governmental Entity (collectively, the “Money Laundering Laws”). No action, suit or proceeding by or
before any Governmental Entity involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending
or, to the best knowledge of the Company, threatened.
(xxxvi)
OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent,
employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is (A) an individual or entity (“Person”)
currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation,
the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security
Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other sanctions
authority that has jurisdiction over the Company or its subsidiaries (collectively, “Sanctions”) or (B) located,
organized or resident in a country or territory that is itself subject to a comprehensive embargo administered by OFAC (as of the
date of this Agreement, such countries include Cuba, Iran, North Korea, Sudan and Syria – each an “Embargoed Country”).
The Company will not, directly or indirectly, use the proceeds of the sale of the Notes, or lend, contribute or otherwise make
available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with
any Person that is currently the subject or target of Sanctions, or in any Embargoed Country or in any other manner that will result
in a violation by the Company, its subsidiaries, or any Person (including any Person participating in the transaction, whether
as underwriter, advisor, or investor) of Sanctions.
(xxxvii)
Statistical and Market-Related Data. Any statistical and market-related data included in the Registration Statement,
the General Disclosure Package or the Prospectus are based on or derived from sources that the Company believes, after reasonable
inquiry, to be reliable and accurate and, to the extent required, the Company has obtained the written consent to the use of such
data from such sources.
(b)
Officer’s Certificates. Any certificate signed by any officer of the Company or any of its subsidiaries delivered
to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each
Underwriter as to the matters covered thereby.
SECTION 2.
Sale and Delivery to Underwriters; Closing.
(a)
The Notes. On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and
not jointly, agrees to purchase from the Company, at a purchase price of 98.795% of the principal amount thereof, plus accrued interest,
if any, from March 2, 2015 to the Closing Time (as defined below) hereunder, the principal amount of the Notes set forth opposite
the name of such Underwriter in Schedule A.
(b) The
Closing Time. Delivery of certificates for the Notes in global form to be purchased by the Underwriters and payment
therefor shall be made at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 or at
such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. (New York City time) on
March 2, 2015, or such other time not later than ten business days after such date as the Representatives and the Company
shall mutually agree (such time and date of payment and delivery being herein called “Closing Time”).
(c)
Public Offering of the Notes. The Representatives hereby advise the Company that the Underwriters intend to offer
for sale to the public, as described in the General Disclosure Package and the Prospectus, their respective portions of the Notes
as soon after the Applicable Time as the Representatives, in their sole judgment, have determined is advisable and practicable.
(d)
Payment for the Notes. Payment for the Notes shall be made to the Company at the Closing Time by wire transfer of
immediately available funds to a bank account designated by the Company.
It is understood
that each Underwriter has authorized the Representatives, for their respective accounts, to accept delivery of, receipt for, and
make payment of the purchase price for, the Notes which it has agreed to purchase. The Representatives may (but shall not be obligated
to) make payment of the purchase price for the Notes to be purchased by any Underwriter whose funds have not been received by the
Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(e)
Delivery of the Notes. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts
of the several Underwriters certificates for the Notes at the Closing Time, against the irrevocable release of a wire transfer
of immediately available funds for the amount of the purchase price therefor. The certificates for the Notes shall be in such denominations
and registered in such names and denominations as the Representatives shall have requested at least two full business days prior
to the Closing Time and shall be made available for inspection on the business day preceding the Closing Time at a location in
New York City, as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified
in this Agreement is a further condition to the obligations of the Underwriters.
SECTION 3.
Covenants of the Company. The Company covenants and agrees with each Underwriter as follows:
(a)
Compliance with Commission Requests. The Company, subject to Section 3(b) hereof, will comply with the requirements
of Rule 430B, and will notify the Representatives immediately, and confirm the notice in writing, (i) when any post-effective amendment
to the Registration Statement or any new registration statement relating to the Notes shall become effective or any amendment or
supplement to the General Disclosure Package or the Prospectus shall have been used or filed, as the case may be, including any
document incorporated by reference therein, (ii) of the receipt of any comments from the Commission, (iii) of any request
by the Commission for any amendment to the Registration Statement or any amendment or supplement to the General Disclosure Package
or the Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to
Rule 401(g)(2) or of the issuance of any order preventing or suspending the use of any preliminary prospectus or the Prospectus
or any amendment or supplement thereto, or of the suspension of the qualification of the Notes for offering or sale in any jurisdiction,
or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d)
or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding
under Section 8A of the Securities Act in connection with the offering of the Notes. The Company will effect all filings required
under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will
take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b)
was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company
will make every reasonable effort to prevent the issuance of any stop, prevention or suspension order and, if any such order is
issued, to obtain the lifting thereof at the earliest possible moment. The Company shall pay the required Commission filing fees
relating to the Notes within the time required by Rule 456(b)(1)(i) of the Securities Act Regulations without regard to the proviso
therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations (including, if applicable, by
updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective
amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).
(b)
Continued Compliance with Securities Laws. The Company will comply with the Securities Act, the Securities Act Regulations,
the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Notes as contemplated
in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus
relating to the Notes is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”),
would be) required by the Securities Act to be delivered in connection with sales of the Notes any event shall occur or condition
shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend
the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) amend
or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure Package or the Prospectus,
as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser
or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the case
may be, including, without limitation, any document incorporated therein by reference, in order to comply with the requirements
of the Securities Act, the Securities Act Regulations, the Exchange Act or the Exchange Act Regulations, the Company will promptly
(A) give the Representatives written notice of such event or condition, (B) prepare any amendment or supplement as may be necessary
to correct such statement or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply
with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representatives with copies
of any such amendment or supplement and (C) file with the Commission any such amendment or supplement and use its best efforts
to have any amendment to the Registration Statement declared effective by the Commission as soon as possible if the Company is
no longer eligible to file an automatic shelf registration statement, provided that the Company shall not file or use any such
amendment or supplement to which the Representatives or counsel for the Underwriters shall reasonably object.
(c)
Filing or Use of Amendments or Supplements. The Company has given the Representatives written notice of any filings
made pursuant to the Exchange Act or Exchange Act Regulations within 48 hours prior to the Applicable Time and will give the Representatives
written notice of its intention to file or use any amendment to the Registration Statement or any amendment or supplement to the
General Disclosure Package or the Prospectus, whether pursuant to the Securities Act, the Securities Act Regulations, the Exchange
Act or the Exchange Act Regulations or otherwise, from the Applicable Time to the later of (i) the time when a prospectus relating
to the Notes is no longer required by the Securities Act (without giving effect to Rule 172) to be delivered in connection with
sales of the Notes and (ii) the Closing Time, and will furnish the Representatives with copies of any such amendment or supplement
a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such amendment
or supplement to which the Representatives or counsel for the Underwriters shall reasonably object.
(d)
Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel
for the Underwriters, without charge, signed copies of the Registration Statement as originally filed and each amendment thereto
(including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated
by reference therein) and signed copies of all consents and certificates of experts. The signed copies of the Registration Statement
and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(e)
Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary
prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted
by the Securities Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating
to the Notes is (or, but for the exception afforded by Rule 172, would be) required by the Securities Act to be delivered in connection
with sales of the Notes, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably
request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(f)
Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation with the Underwriters,
to qualify or register the Notes for offering and sale under (or obtain exemptions from the application of) the applicable securities
laws of such states and non-U.S. jurisdictions as the Representatives may designate and to maintain such qualifications in effect
so long as required to complete the distribution of the Notes; provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction
in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is
not otherwise so subject. The Company will advise the Representatives promptly of the suspension of the qualification or registration
of (or any such exemption relating to) the Notes for offering, sale or trading in any jurisdiction or any initiation or threat
of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration
or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
(g)
Earnings Statements. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order
to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide
to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the Securities Act.
(h)
Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Notes in the manner specified
in the Registration Statement, the preliminary prospectus contained in the General Disclosure Package and the Prospectus under
“Use of Proceeds.”
(i)
Restriction on Sale of Notes. During the period commencing on the date hereof and ending at the Closing Time, the
Company will not, without the prior written consent of the Representatives (not to be unreasonably withheld), offer, sell, contract
to sell or otherwise dispose of any debt securities issued by the Company and having a tenor of more than one year. The foregoing
sentence shall not apply to the Notes to be sold hereunder.
(j)
Reporting Requirements. The Company, during the period when a prospectus relating to the Notes is (or, but for the
exception afforded by Rule 172, would be) required by the Securities Act to be delivered in connection with sales of the Notes,
will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required
by, and each such document will meet the requirements of, the Exchange Act and Exchange Act Regulations in all material respects.
(k)
Final Term Sheet. The Company will prepare a final term sheet (the “Final Term Sheet”) in
the form set forth in Schedule E hereto, containing a description of the final terms of the Notes and their offering, in forms
approved by the Underwriters and acknowledges that the Final Term Sheet is an Issuer Free Writing Prospectus. The Company will
furnish to each Underwriter, without charge, a copy of the Final Term Sheet promptly upon their completion.
(l)
Issuer Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives,
it will not make any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission
or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer General
Use Free Writing Prospectuses listed on Schedule B hereto and any “road show that is a written communication” within
the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives. The Company represents that it has treated or agrees
that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representatives as an Issuer
Free Writing Prospectus and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto,
including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of
an Issuer Free Writing Prospectus there occurred or occurs an event or condition as a result of which such Issuer Free Writing
Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus
or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not
misleading, the Company will promptly notify the Representatives in writing and will promptly amend or supplement, at its own expense,
such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(m)
No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result
in, or that has constituted or might reasonably be expected to constitute, under the Exchange Act or otherwise, the stabilization
or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Notes.
(n)
DTC. The Company will cooperate with the Underwriters and use its best efforts to permit the Notes to be eligible
for clearance, settlement and trading through the facilities of DTC.
SECTION 4.
Payment of Expenses.
The Company
will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including without
limitation (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits)
as originally filed and each amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies
of each preliminary prospectus, each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto
and any costs associated with electronic delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation,
issuance and delivery of the Notes to the Underwriters, including any transfer taxes and any stamp or other duties payable upon
the sale, issuance or delivery of the Notes to the Underwriters, (iv) all costs and expenses incurred in connection with the preparation
and execution of this Agreement, the Indenture and the DTC Agreement, (v) the fees and disbursements of the Company’s
counsel, accountants and other advisors, (vi) the qualification of the Notes under securities laws in accordance with the
provisions of Section 3(f) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters
in connection therewith and in connection with the preparation of the Blue Sky Survey and any supplement thereto, (vii) the costs
and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the
marketing of the Notes, including, without limitation, expenses associated with the production of road show slides and graphics,
fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the
representatives and officers of the Company and any such consultants, (viii) the filing fees incident to, and the reasonable fees
and disbursements of counsel to the Underwriters in connection with, the review by FINRA, if required, of the terms of the sale
of the Notes, (ix) any fees payable in connection with the rating of the Notes by the rating agencies, (x) the fees and expenses
of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and
the Notes, and (xi) the fees and expenses of making the Notes eligible for clearance, settlement and trading through the facilities
of DTC. Except as provided in this Section 4 and Sections 6, 7 and 9(c) hereof, the Underwriters shall pay their own expenses,
including the fees and disbursements of their counsel.
SECTION 5.
Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject
to the accuracy of the representations and warranties of the Company contained herein or in certificates of any officer of the
Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants
and other obligations hereunder, and to the following further conditions:
(a)
Effectiveness of Registration Statement, etc. The Registration Statement was filed by the Company with the Commission
not earlier than three years prior to the date hereof and became effective upon filing in accordance with Rule 462(e). Each preliminary
prospectus, each Issuer Free Writing Prospectus and the Prospectus have been filed as required by Rule 424(b) (without reliance
on Rule 424(b)(8)) and Rule 433, as applicable, within the time period prescribed by, and in compliance with, the Securities Act
Regulations. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has
been issued under the Securities Act, no notice of objection to the use of the Registration Statement or any post-effective amendment
thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending the use of any preliminary
prospectus or the Prospectus or any amendment or supplement thereto has been issued and no proceedings for any of those purposes
have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied in all material
respects with each request (if any) from the Commission for additional information. The Company shall have paid the required Commission
filing fees relating to the Notes within the time period required by Rule 456(b)(1)(i) of the Securities Act Regulations without
regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act Regulations and, if
applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either
in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).
(b)
Opinion of Counsel for Company. At the Closing Time, the Representatives shall have received the favorable opinion,
dated the Closing Time, of (i) Fried, Frank, Harris, Shriver & Jacobson LLP, with respect to New York Law, (ii) Venable LLP
with respect to Maryland Law, and (iii) the General Counsel of the Company, in form and substance satisfactory to the Representatives,
together with signed or reproduced copies of such letter for each of the other Underwriters, substantially in the form set forth
in Exhibit A-1, Exhibit A-2 and Exhibit A-3, respectively, hereto and to such further effect as counsel to the Underwriters may
reasonably request.
(c)
Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion,
dated the Closing Time, of Davis Polk & Wardwell LLP, counsel for the Underwriters, together with signed or reproduced copies
of such letter for each of the other Underwriters with respect to the matters reasonably requested by the Representatives. In giving
such opinion, such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of
New York and the federal securities laws of the United States, upon the opinions of counsel satisfactory to the Representatives.
Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper,
upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials.
(d)
Officers’ Certificate. At the Closing Time, the Representatives shall have received a certificate of the Chief
Executive Officer of the Company and of the chief financial or chief accounting officer of the Company, dated the Closing Time,
to the effect that (i) there has been no Material Adverse Change, (ii) the representations and warranties of the Company in
this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii)
the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior
to the Closing Time, and (iv) the conditions specified in Section 5(a) hereof have been satisfied.
(e)
Accountant’s Comfort Letter. At the time of the execution of this Agreement, the Representatives shall have
received from Deloitte & Touche LLP a letter, dated such date, in form and substance satisfactory to the Representatives, together
with signed or reproduced copies of such letter for each of the other Underwriters, containing statements and information of the
type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements
and financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.
(f)
Bring-down Comfort Letter. At the Closing Time, the Representatives shall have received from Deloitte & Touche
LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant
to Section 5(e) hereof, except that the specified date referred to shall be a date not more than three business days prior to the
Closing Time.
(g)
No Objection. If a filing with FINRA is required, FINRA has confirmed that it has not raised any objection with respect
to the fairness and reasonableness of the underwriting terms and arrangements relating to the offering of the Notes.
(h)
No Important Changes. Since the execution of this Agreement, there shall not have been any decrease in or withdrawal
of the rating of any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating
organization” (as defined for purposes of Section 3(a)(62) of the Exchange Act) or any notice given of any intended or potential
decrease in or withdrawal of any such rating or of a possible change in any such rating that does not indicate the direction of
the possible change.
(i)
Clearance, Settlement and Trading. Prior to the Closing Time, the Company and DTC shall have executed and delivered
the Letter of Representations, dated the Closing Time, and the Notes shall be eligible for clearance, settlement and trading through
the facilities of DTC.
(j)
Additional Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents
and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Notes as
herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Notes
as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(k)
Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required
to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the
Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 9 and
except that Sections 1, 6, 7, 8, 14, 15 and 16 shall survive any such termination and remain in full force and effect.
SECTION 6.
Indemnification.
(a)
Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates
(as such term is defined in Rule 501(b) of the Securities Act Regulations (each, an “Affiliate”)), selling agents,
officers and directors and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act as follows:
(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any
information deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement
or alleged untrue statement of a material fact included in any preliminary prospectus, any Issuer Free Writing Prospectus, the
General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission in any
preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment
or supplement thereto) of a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or
of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided
that (subject to Section 6(d) hereof) any such settlement is effected with the written consent of the Company;
(iii)
against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives),
reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any
Governmental Entity, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;
provided, however, that
this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including
any information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.
(b)
Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 6(a) hereof, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto),
including any information deemed to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus
(or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information. The Company hereby
acknowledges that the only Underwriter Information is: A) the names of such Underwriter as presented on the front and back cover
of the preliminary prospectus and the Prospectus and (B) the statements set forth under the caption “Underwriting”
in the table immediately following the first paragraph thereunder, and in the fifth, seventh and ninth paragraphs thereunder, each
as set forth in the preliminary prospectus and the Prospectus.
(c)
Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable
to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure
to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) hereof, counsel to the
indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b)
hereof, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may participate at its own expense
in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the prior written
consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable
for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified
parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the
same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding
by any Governmental Entity, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution
could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable
for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is
entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party
shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii)
such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such
settlement.
SECTION 7.
Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then
each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred
by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the
Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Notes pursuant to this Agreement or
(ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the one hand, and
the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable considerations.
The relative benefits
received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Notes
pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering
of the Notes pursuant to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total underwriting
discount received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear to the
aggregate initial public offering price of the Notes as set forth on the cover of the Prospectus.
The relative fault
of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever based
upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting discount
received by such Underwriter in connection with the Notes underwritten by it and distributed to the public.
No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
For purposes of this
Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act and each Underwriter’s Affiliates, officers, directors and selling agents shall have the same rights
to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations
to contribute pursuant to this Section 7 are several in proportion to the aggregate principal amount of Notes set forth opposite
their respective names in Schedule A hereto and not joint.
SECTION 8.
Representations, Warranties and Agreements to Survive. All representations, warranties and agreements contained in
this Agreement or in certificates of officers of the Company or any of its subsidiaries submitted pursuant hereto shall remain
operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates,
officers, directors and or selling agents, any person controlling any Underwriter or the Company’s officers or directors
or any person controlling the Company and (ii) delivery of and payment for the Notes.
SECTION 9.
Termination of Agreement.
(a)
Termination. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior
to the Closing Time, (i) if there has been, in the judgment of the Representatives, since the time of execution of this Agreement
or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or
the Prospectus, any Material Adverse Change, or (ii) if there has occurred any material adverse change in the financial markets
in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity
or crisis or any change or development involving a prospective change in national or international political, financial or economic
conditions, in each case the effect of which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable
to proceed with the completion of the offering of the Notes or to enforce contracts for the sale of the Notes, or (iii) if
trading in any securities of the Company has been suspended or materially limited by the Commission or the NYSE, or (iv) if trading
generally on the NYSE or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission,
FINRA or any other Governmental Entity, or (v) if a material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or (vi) if
a banking moratorium has been declared by either Federal, New York or Maryland authorities.
(b)
Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability
of any party to any other party except as provided in Section 9 hereof, and provided further that Sections 1, 6, 7, 8, 14, 15 and
16 shall survive such termination and remain in full force and effect.
(c)
Reimbursement of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to
Section 5, Section 9(a)(i) or Section 9(a)(iii), or if the sale to the Underwriters of the Notes at the Closing Time is not consummated
because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision
hereof, the Company agrees to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated
this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably
incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the
Notes, including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage,
facsimile and telephone charges.
SECTION 10.
Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the Closing Time to
purchase the Notes which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”),
the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as
may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements
within such 24-hour period, then:
(i)
if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Notes
to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase
the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations
of all non-defaulting Underwriters, or
(ii)
if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Notes to be purchased
on such date, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter.
No action taken pursuant
to this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any
such default which does not result in a termination of this Agreement either the Representatives or the Company shall have the
right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration
Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements.
SECTION 11.
Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly
given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the
Representatives, care of c/o J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, fax 212-270-1063; attention
of Investment Grade Syndicate Desk and Merrill Lynch, Pierce, Fenner & Smith Incorporated at 50 Rockefeller Plaza, NY1-050-12-01,
New York, New York 10020, attention of High Grade Debt Capital Markets Transaction Management/Legal, fax (212) 901-7881; and notices
to the Company shall be directed to it at Coach, Inc., 516 West 34th Street, New York, New York 10001, attention of
Todd Kahn, with a copy to Fried, Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New York, New York 10004, attention
of Joshua Wechsler.
SECTION 12.
No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the
Notes pursuant to this Agreement, including the determination of the public offering price of the Notes and any related discounts
and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters,
on the other hand, and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated by this Agreement, (b) in connection with the offering of the Notes and the process
leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company
or any of its subsidiaries or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will
assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Notes or the process
leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or any of its subsidiaries
on other matters) or any other obligation to the Company with respect to the offering of the Notes except the obligations expressly
set forth in this Agreement, (d) the Underwriters and their respective Affiliates may be engaged in a broad range of transactions
that involve interests that differ from those of the Company, and (e) the Underwriters have not provided any legal, accounting,
financial, regulatory or tax advice with respect to the offering of the Notes and the Company has consulted its own respective
legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate.
SECTION 13.
Parties. This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and
their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person,
firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons, Affiliates,
selling agents, officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal
or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company
and their respective successors, and said controlling persons, Affiliates, selling agents, officers and directors and their heirs
and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.
SECTION 14.
Trial by Jury. Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its
stockholders and affiliates) and the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
SECTION 15.
GOVERNING LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
SECTION 16.
Consent to Jurisdiction. Each of the parties hereto agrees that any legal suit, action or proceeding arising out
of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be
instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan
or (ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively,
the “Specified Courts”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted
in regard to the enforcement of a judgment of any Specified Court (a “Related Judgment”), as to which such jurisdiction
is non-exclusive) of the Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document
by mail to such party’s address set forth above shall be effective service of process for any suit, action or proceeding
brought in any Specified Court. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of
venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead
or claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an
inconvenient forum.
SECTION 17.
TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY
REFER TO NEW YORK CITY TIME.
SECTION 18.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the same Agreement.
SECTION 19.
Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 20.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this
Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section,
paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to
be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
SECTION 21.
General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes
all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject
matter hereof. This Agreement shall not become effective until the execution of this Agreement by the parties hereto. This Agreement
may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may
be waived unless waived in writing by each party whom the condition is meant to benefit.
If the foregoing is
in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this
instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Company in accordance
with its terms.
|
Very truly yours, |
|
|
|
|
COACH, INC. |
|
|
|
|
By: |
/s/ Jane Nielsen |
|
|
Title: Chief Financial Officer |
[Signature Page to Underwriting Agreement]
CONFIRMED AND ACCEPTED,
as of the date first above written:
J.P. MORGAN SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER
& SMITH
INCORPORATED
For themselves and as Representatives of the other Underwriters
named in Schedule A hereto.
By: |
J.P. MORGAN SECURITIES LLC |
|
|
|
|
By: |
/s/ Maria Sramek |
|
|
Authorized Signatory |
|
|
|
|
By: |
MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED |
|
|
|
|
By: |
/s/ Brendan Hanley |
|
|
Authorized Signatory |
|
[Signature Page to Underwriting Agreement]
SCHEDULE A
Underwriters | |
Aggregate Principal Amount of Notes to be Purchased |
| |
|
|
J.P. Morgan Securities LLC | |
$ |
240,000,000 |
Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
|
180,000,000 |
HSBC Securities (USA) Inc. | |
|
48,000,000 |
TD Securities (USA) LLC | |
|
24,000,000 |
U.S. Bancorp Investment, Inc. | |
|
24,000,000 |
Wells Fargo Securities Corp. | |
|
24,000,000 |
BNP Paribas Securities Corp. | |
|
12,000,000 |
Citigroup Global Markets Inc. | |
|
12,000,000 |
Mitsubishi UFJ Securities (USA), Inc. | |
|
12,000,000 |
PNC Capital Markets LLC | |
|
12,000,000 |
The Williams Capital Group, L.P. | |
|
12,000,000 |
Total | |
$ |
600,000,000 |
SCHEDULE B
Issuer Free Writing Prospectuses
1. Final Term Sheet
SCHEDULE C
Significant Subsidiaries of the Company
| 2. | Coach Manufacturing Limited |
| 3. | Coach International Holdings, Sárl |
SCHEDULE D
Electronic Road Shows and Other Written
Communications
None.
SCHEDULE E
COACH, INC.
FORM OF PRICING TERM SHEET
$600,000,000 4.250%
Senior Notes due 2025
Issuer: |
Coach, Inc. |
Trade Date: |
February 23, 2015 |
Settlement Date: |
March 2, 2015 (T+5) |
Size: |
$600,000,000 |
Maturity: |
April 1, 2025 |
Coupon (Interest Rate): |
4.250% |
Yield to Maturity: |
4.318% |
Spread to Benchmark Treasury: |
+225 basis points |
Benchmark Treasury: |
2.000% due February 15, 2025 |
Benchmark Treasury Price and Yield: |
99-12+2.068% |
Interest Payment Dates: |
Semi-annually on each April 1 and October 1 of
each year, commencing on October 1, 2015 |
Make-whole Call: |
The Notes will be redeemable as a whole or in
part from settlement until December 31, 2024, at a redemption price equal to the greater of (i) 100% of the principal amount of
the Notes to be redeemed and (ii) the sum, as determined by a Quotation Agent (as defined in the Prospectus Supplement), of the
present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of
such Notes calculated as if the maturity date of such Notes was January 1, 2025 (the date that is 90 days prior to the scheduled
maturity date) (not including any portion of payments of interest accrued to the date of redemption), discounted to the redemption date
on a semi-annual basis at the Adjusted Treasury Rate (as defined in the Prospectus Supplement) plus 35 basis points, plus, in the case of
each of (i) and (ii), accrued and unpaid interest on the Notes to be redeemed to, but excluding, the date of redemption.
|
Par Call: |
On or after January 1, 2025 |
|
Price to Public: |
99.445% |
Underwriting Discount: |
0.650% |
Net Proceeds to Issuer before Expenses: |
$592,770,000 |
CUSIP Number: |
189754AA2 |
ISIN Number: |
US189754AA23 |
Denominations: |
$2,000 and integral multiples of $1,000 in excess thereof |
Day Count Convention: |
30/360 |
Payment Business Days: |
New York |
Book-Running Managers: |
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
HSBC Securities (USA) Inc.
|
Senior Co-Managers |
TD Securities (USA) LLC
U.S. Bancorp Investments, Inc.
Wells Fargo Securities, LLC
|
Co-Managers |
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Mitsubishi
UFJ Securities (USA), Inc.
PNC Capital Markets LLC
The Williams Capial Group, L.P. |
We expect to deliver the Notes offered hereby against payment on or about the Settlement Date, which will be the fifth business day following the date of the pricing of the Notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers who wish to trade the Notes on the date of pricing or the next succeeding business day should consult their own advisor.
The issuer has
filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.
Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed
with the SEC for more complete information about the issuer and this offering. You may get these documents for free by
visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, J.P. Morgan Securities LLC or Merrill Lynch, Pierce,
Fenner & Smith Incorporated can arrange to send you the prospectus if you request it by calling or e-mailing J.P. Morgan
Securities LLC (1-212-834-4533) or Merrill Lynch, Pierce, Fenner & Smith Incorporated (call 1-800-294-1322, or e-mail
dg.prospectus_requests@baml.com).
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Coach
Analysts & Media:
Andrea Shaw Resnick
Global Head Investor Relations & Corporate Communications
212/629-2618
Christina Colone
Director, Investor Relations
212/946-7252
COACH PRICES $600 MILLION OF SENIOR UNSECURED
NOTES
New York, February
23, 2015 –
Coach, Inc. (NYSE: COH, SEHK: 6388), a leading New York design house of modern luxury accessories and lifestyle collections, today
announced the pricing of senior unsecured notes for an aggregate principal amount of $600 million.
The notes will mature on April 1, 2025
and will bear interest at an annual rate of 4.25%. The offering is expected to close, subject to normal closing conditions,
on March 2, 2015. The Company intends to use the proceeds from this offering for general corporate purposes, which may
include capital expenditures, working capital, repayment of outstanding revolver borrowings, acquisitions, or investments in,
and funding for, our Hudson Yards development.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state
or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction. The offering of securities may be made only by means of a prospectus
supplement and accompanying prospectus. Copies of the prospectus and related supplement may be obtained by contacting any of those
joint book-running managers whose contact information is listed at the bottom of this announcement.
516 WEST 34TH STREET NEW YORK, NY 10001 TELEPHONE 212
594 1850 FAX 212 594 1682 WWW.COACH.COM
Coach, established in New York City
in 1941, is a leading design house of modern luxury accessories and lifestyle collections with a rich heritage of
pairing exceptional leathers and materials with innovative design. Coach is sold worldwide through Coach stores, select
department stores and specialty stores, and through Coach’s website. Coach’s common stock is traded on the
New York Stock Exchange under the symbol COH and Coach’s Hong Kong Depositary Receipts are traded on The Stock Exchange
of Hong Kong Limited under the symbol 6388.
Neither the Hong Kong Depositary Receipts nor the Hong Kong
Depositary Shares evidenced thereby have been or will be registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and may not be offered or sold in the United States or to, or for the account of, a U.S. Person (within the meaning
of Regulation S under the Securities Act), absent registration or an applicable exemption from the registration requirements. Hedging
transactions involving these securities may not be conducted unless in compliance with the Securities Act.
This press release contains forward-looking statements based
on management's current expectations. These statements can be identified by the use of forward-looking terminology such as “may,”
“will,” “should,” “expect,” “intend,” “ahead,” “estimate,”
“on track,” “on course,” “forward to,” “future,” “to lead,” “to
provide,” “to delivering,” “believe,” “to reinvigorate,” “to achieve,” “to
enable,” “return to,” “to execute,” “are positioned to,” “continue,” “project,”
“guidance,” “target,” “forecast,” “anticipated,” or comparable terms. Future results
may differ materially from management's current expectations, based upon risks and uncertainties such as expected economic trends,
the ability to anticipate consumer preferences, the ability to control costs, etc. Please refer to Coach’s latest Annual
Report on Form 10-K, our Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2014 and our other filings with the Securities and Exchange Commission for a complete list of risks and important
factors.
BOOK-RUNNING MANAGERS:
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Attention: Investment Grade Syndicate Desk
Tel: 212-834-4533
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
222 Broadway, 11th Floor
New York, New York 10179
Attention: Prospectus Department
Tel: 800-294-1322
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