Tiffany & Co. Announces Receipt of Requisite Consents and Expiration of the Consent Solicitation in Respect of Its 2024 Notes and Extension of the Consent Solicitation in Respect of Its 2044 Notes

Rhea-AI Summary

Tiffany & Co. (TIF) announced an extension of the consent solicitation for its $300 million 4.900% senior notes due October 1, 2044, which now expires on December 17, 2020. As of December 14, 2020, approximately 44% of holders had validly consented to proposed amendments. The consent solicitation for its $250 million 3.800% senior notes, expiring December 14, 2020, received valid consents from a majority of holders. Upon completion of the Merger with LVMH, holders of the 2024 Notes will receive a $1.50 consent fee per $1,000 principal amount.

Positive

• 44% of holders consented to amendments for the 2044 Notes.
• Majority consent received for 2024 Notes, facilitating proposed amendments.
• Consent fee of $1.50 per $1,000 for 2024 Notes incentivizes holder participation.

Negative

• Consents for the 2044 Notes remain below majority thresholds, potentially limiting strategic flexibility.

Tiffany & Co. (NYSE: TIF) (the “Company”) announced today the extension of the consent solicitation relating to its outstanding $300,000,000 4.900% senior notes due October 1, 2044 (the “2044 Notes”). The consent solicitation for the 2044 Notes will now expire at 5:00 p.m., New York City time, on December 17, 2020, unless terminated or extended by the Company (the “2044 Notes Expiration Date”). As of December 14, 2020 at 5:00 p.m., New York City time (the “Original Expiration Date”), approximately 44% of holders of the 2044 Notes had delivered valid consents in respect of the proposed amendments described in the Statement (as defined below) for such 2044 Notes. The deadline for the revocation of consents in respect of the 2044 Notes expired on the Original Expiration Date and as such, notwithstanding anything in the Statement to the contrary, validly tendered consents in respect of the 2044 Notes may no longer be revoked. No other terms of the consent solicitation in respect of the 2044 Notes are being changed at this time.

In addition, the Company announced today that holders of a majority in aggregate principal amount of its outstanding $250,000,000 3.800% senior notes due October 1, 2024 (the “2024 Notes” and together with the 2044 Notes, the “Affected Notes”) have delivered valid consents (the “Requisite Consents”) in connection with the Company’s proposed amendments for such 2024 Notes (such amendments, the “Amendments”). The terms and conditions of the amendments with respect to the Affected Notes are set forth in the consent solicitation statement dated December 8, 2020 (the “Statement”) previously provided by the Company to the holders of the Affected Notes.

The consent solicitation for the 2024 Notes expired at 5:00 p.m., New York City time, on December 14, 2020 (the “2024 Notes Expiration Date”), and revocation rights in respect thereof have expired. The Company will, subject to (i) the satisfaction or waiver of all terms and conditions to the consent solicitation for the 2024 Notes described in the Statement and (ii) the closing of the Merger (as defined below), promptly cause to be paid to each holder of the 2024 Notes who has delivered (and did not revoke) a valid consent in favor of the Amendments prior to the 2024 Notes Expiration Date a cash payment of $1.50 for each $1,000 principal amount of the 2024 Notes in respect of which such consent has been delivered (and was not revoked), subject to applicable withholding, if any (the “Consent Fee”).

As previously announced, on October 28, 2020, the Company, LVMH Moët Hennessy-Louis Vuitton SE (“LVMH”), Breakfast Holdings Acquisition Corp. and Breakfast Acquisition Corp. (“Merger Sub”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) which provides for, among other things, the acquisition by LVMH of the Company through the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and a wholly-owned indirect subsidiary of LVMH. Subject to the terms of the Merger Agreement and its approval by the Company’s stockholders, the Merger is expected to be completed early in the calendar year 2021.

Having received the Requisite Consents in respect of the 2024 Notes, the Company and the Trustee will enter into a supplemental indenture incorporating the Amendments with respect to the 2024 Notes into the indenture governing the Affected Notes, dated as September 25, 2014 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented from time to time (the “Indenture”). The Amendments provide that if the Merger is completed, LVMH may elect to provide an unconditional guarantee (the “LVMH Guarantee”) of the Company’s payment obligations with respect to the 2024 Notes. However, even if the Merger is consummated, LVMH has no obligation to provide any guarantee and there can be no assurance that LVMH will do so. If and for so long as LVMH provides the LVMH Guarantee in respect of the 2024 Notes, LVMH will provide English translations of its periodic and current reporting (under applicable French law) in lieu of the Company’s existing periodic and current reporting obligations, which reporting obligations will not be applicable in respect of the 2024 Notes at any time and for any period during which the LVMH Guarantee is in force.

Questions regarding the consent solicitations may be directed to:

MUFG Securities Americas Inc., Attention: Liability Management at +1 (212) 405-7440 (collect), +1 (877) 744-4532 (toll-free) or +44 20 7577 4048/4218

Citigroup Global Markets Inc., Attention: Liability Management Group at +1 (212) 723-6106 (collect) or +1 (800) 558-3754 (toll-free).

This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitations were and are made solely by the Statement and were and are subject to the terms and conditions stated therein.

About Tiffany & Co.:

In 1837, Charles Lewis Tiffany founded his company in New York City where his store was soon acclaimed as the palace of jewels for its exceptional gemstones. Since then, TIFFANY & CO. has become synonymous with elegance, innovative design, fine craftsmanship and creative excellence. During the 20th century fame thrived worldwide with store network expansion and continuous cultural relevance, as exemplified by Truman Capote’s Breakfast at Tiffany’s and the film starring Audrey Hepburn.

Today, with more than 14,000 employees, TIFFANY & CO. and its subsidiaries design, manufacture and market jewelry, watches and luxury accessories - including more than 5,000 skilled artisans who cut diamonds and craft jewelry in the Company’s workshops, realizing its commitment to superlative quality. TIFFANY & CO. has a long-standing commitment to conducting its business responsibly, sustaining the natural environment, prioritizing diversity and inclusion, and positively impacting the communities in which we operate.

Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by LVMH pursuant to the

FAQ

What is the new expiration date for Tiffany's 2044 Notes consent solicitation?

The new expiration date is December 17, 2020.

How many holders consented to Tiffany's 2044 Notes amendments?

Approximately 44% of holders had delivered valid consents as of December 14, 2020.

What happens to the 2024 Notes after the consent solicitation?

A majority of holders consented, and they will receive a $1.50 cash payment per $1,000 principal amount.

What is the significance of the merger between Tiffany & Co. and LVMH?

The merger is expected to be completed early in 2021, impacting the company's financial obligations and structure.