Entry into a Material Definitive



 


On November 24, 2021, V.F. Corporation (the “Company”)
and certain of its subsidiaries, as borrowers, entered into a Five-Year Revolving Credit Agreement (the “Credit Agreement”)
with the lenders named therein (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent (“Agent”),
JPMorgan Chase Bank, N.A., BofA Securities, Inc., Barclays Bank PLC, HSBC Securities (USA) Inc., U.S. Bank National Association and Wells
Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Barclays Bank PLC, HSBC Bank USA, National
Association, U.S. Bank National Association and Wells Fargo Bank, National Association, as Syndication Agents, and ING Bank N.V., Dublin Branch, PNC Bank, N.A., TD Bank, N.A. and Morgan Stanley Bank, N.A., as Documentation
Agents. The Credit Agreement has a stated termination date of November 24, 2026. Subject to the terms and conditions of the Credit Agreement,
the Company may request extensions of the stated termination date for additional periods of one year each. Under the Credit Agreement,
the Lenders have agreed to provide advances in an aggregate principal amount of up to $2.25 billion (which may be increased to $3.00 billion
subject to the terms and conditions of the Credit Agreement). Interest on the borrowings under the Credit Agreement will be at the applicable
base rate or at LIBOR, plus an applicable margin and facility fees are also payable. The Credit Agreement includes provisions for the
replacement of LIBOR upon the cessation thereof that are customary for credit facilities of this nature. Borrowings under the Credit Agreement
may be used for general corporate purposes of the Company, including, without limitation, acquisitions, repurchases of outstanding shares
of the Company’s common stock and other lawful corporate purposes. In connection with the Credit Agreement, the Company’s
existing Five-Year Revolving Credit Agreement dated December 17, 2018 (the “Old Credit Agreement”) was terminated on November
24, 2021. The Old Credit Agreement was by and among the Company and certain of its subsidiaries, as borrowers, JPMorgan Chase Bank, N.A.,
as administrative agent and JPMorgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC, HSBC
Securities (USA) Inc., U.S. Bank National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners,
Bank of America, N.A., Barclays Bank PLC, HSBC Bank USA, National Association, U.S. Bank National Association and Wells Fargo Bank, National
Association, as Co-Syndication Agents, and Citibank, N.A., ING Bank N.V., Dublin Branch, PNC Bank National Association and TD Bank, N.A.,
as Co-Documentation Agents. Under the Old Credit Agreement, which was scheduled to terminate on December 17, 2023, the lenders agreed
to provide advances in an aggregate principal amount of up to $2.25 billion (which may have been increased to $3.00 billion subject to
the terms and conditions of the Old Credit Agreement); all of the other terms and conditions were substantially similar to the Credit
Agreement entered into on November 24, 2021. The terms of the Credit Agreement include representations and warranties, affirmative and
negative covenants (including certain financial covenants) and events of default that are customary for credit facilities of this nature.
Upon the occurrence, and during the continuance, of an event of default, including but not limited to nonpayment of principal when due,
failure to perform or observe certain terms, covenants or agreements under the Credit Agreement, and certain defaults on other indebtedness,
the Agent may terminate the obligation of the Lenders under the Credit Agreement to make advances and declare any outstanding obligations
under the Credit Agreement immediately due and payable. In addition, in the event of an actual or deemed entry of an order for relief
with respect to the Company or any significant subsidiary of the Company under applicable bankruptcy laws, the obligation of each Lender
to make advances shall automatically terminate and any outstanding obligations under the Credit Agreement shall immediately become due
and payable. Some of the Lenders under the Credit Agreement, or their affiliates, have in the past or may in the future provide certain
commercial and investment banking, cash management, foreign exchange, derivative, financial advisory and/or other services in the ordinary
course of business for the Company and its subsidiaries, for which they received or will receive customary fees and commissions. The foregoing
description of the Credit Agreement does not purport to be a complete statement of the parties’ rights and obligations under the
Credit Agreement and the transactions contemplated by the Credit Agreement. The foregoing description of the Credit Agreement is qualified
in its entirety by reference to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.


 



Item 1.02

Termination of a Material Definitive Agreement



 


The information set forth under Item 1.01 of this
Current Report on Form 8-K related to the Old Credit Agreement is incorporated by reference in this Item 1.02.



 


 




Item 2.03

Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement



 


The information set forth under Item 1.01 of this
Current Report on Form 8-K related to the Credit Agreement is incorporated by reference in this Item 2.03.


 



Item 9.01

Financial Statements and Exhibits.



 


(d) Exhibits


 





Exhibit No.


Description



 


 


 


 


 



 


10.1


 


 


Five-Year Revolving Credit Agreement by and among V.F. Corporation and VF International Sagl, as borrowers, the lenders named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., BofA Securities, Inc., Barclays Bank PLC, HSBC Securities (USA) Inc., U.S. Bank National Association and Wells Fargo Securities, LLC, as Joint-Lead Arrangers and Joint Bookrunners, Bank of America, N.A., Barclays Bank PLC, HSBC Bank USA, National Association, U.S. Bank National Association and Wells Fargo Bank, National Association, as Syndication Agents, and ING Bank N.V., Dublin Branch, PNC Bank, N.A., TD Bank, N.A. and Morgan Stanley Bank, N.A., as Documentation Agents, dated November 24, 2021.



 


104


 


 


Cover Page Interactive Data File (embedded within the Inline XBRL document).



 


 


 


 


 




 


 



 


 


SIGNATURES


 


Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.




 


 


 


 


 



 



V.F. CORPORATION


(Registrant)


 


 



Date: November 24, 2021


By:  


/s/ Laura C. Meagher


 



 


 


Name:  


Laura C. Meagher


 



 


 


Title:  


Executive Vice President, General Counsel & Secretary


 



 




 



 






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