Michael Kors Holdings Limited Holdings Limited (NYSE:KORS) reached an agreement to acquire Jimmy Choo PLC PLC (LSE:CHOO) from JAB Luxury GmbH and others for approximately £900 million on July 25, 2017. The terms of the transaction include an offer price of £2.3 per share of Jimmy Choo PLC in cash. The cash consideration payable by Michael Kors Holdings Limited Holdings Limited will be funded from the proceeds of a 364-day term loan facility in the principal amount of £766.89 million ($1 billion) provided pursuant to the credit agreement dated August 22, 2017, entered into by and among Michael Kors and certain other members of the Michael Kors Group as loan parties, the lenders party thereto with JPMorgan Chase Bank, N.A., as administrative agent and Goldman Sachs Bank USA, as joint lead arranger and syndication agent. As of August 22, 2017, the commitments under the bridge credit agreement have been reduced to £344.19 million following the entry by Michael Kors and certain other members of the Michael Kors group into a £766.89 million ($1 billion) term loan credit facility, which is provided as a separate tranche under Michael Kors' existing revolving credit facility pursuant to the second amended and restated credit agreement dated as of August 22, 2017. The acquisition is intended to be implemented by way of a court-sanctioned scheme of arrangement. Upon completion, Jimmy Choo PLC will be delisted from the stock exchange. Michael Kors Holdings Limited has agreed to pay a break fee to Jimmy Choo PLC of £17.92 million while Jimmy Choo PLC has agreed to pay an inducement fee to Michael Kors Holdings Limited of £8.96 million if a competing proposal completes. Following the completion of the acquisition, Jimmy Choo PLC will operate as it does today under its existing management team of Pierre Denis, Sandra Choi and Jonathan Sinclair. The Directors of Jimmy Choo and Sandra Choi have irrevocably undertaken to vote in favor of the transaction in respect of 1.55% stake that they hold in Jimmy Choo. JAB Luxury GmbH, which holds 67.66% stake in Jimmy Choo, has also irrevocably undertaken to vote in favor of the scheme. The irrevocable undertaking from Pierre Denis has been provided in respect of 2.68 million shares pledged in favor of HSBC Bank plc. The transaction is subject to approval of the scheme by shareholders of Jimmy Choo PLC representing at least 75% of votes, sanction of the scheme by court, competition clearance from the relevant authorities in the EU, the US and Russia and clearances from any regulatory authority. The Directors of Jimmy Choo PLC intend unanimously to recommend the shareholders to vote in favor of the scheme at the court meeting and the resolutions to be proposed at the general meeting. The deal has been approved by the boards of both Michael Kors and Jimmy Choo. As on August 14, 2017, the Federal Trade Commission approved the transaction. For the approval from the shareholders of Jimmy Choo, Court Meeting and the General Meeting will be held on September 18, 2017. As on September 18, 2017, the shareholders of Jimmy Choo approved the deal. As on September 22, 2017, Jimmy Choo entered into an agreement with Accenture LLP, providing for the disclosure to Accenture of certain information on the terms and conditions specified therein. As of September 22, 2017, the transaction has been approved by the Russian Federal Antimonopoly Service. The transaction remains subject to the sanction by the court. The acquisition is expected to close during the fourth calendar quarter of 2017. As on October 5, 2017, Michael Kors intends to commence an offering of senior notes and the notes will be issued to finance, in part, the Michael Kors acquisition of Jimmy Choo PLC. As on October 9, 2017, European Commission approved the acquisition unconditionally. The acquisition is still subject to sanction by the Court at the Scheme Court Hearing and the satisfaction of the other Conditions to the Scheme. The scheme is expected to become effective on October 31, 2017. As of October 20, 2017, Michael Kors completed its offering of $450 million (£345.1 million) aggregate principal amount of 4% senior notes due 2024. In connection with the issuance of the notes, on October 20, 2017, the bridge credit agreement was terminated. Accordingly, the commitments under the bridge credit agreement have been reduced to zero. As of October 23, 2017, it was announced that the court hearing for the transaction is expected on October 27, 2017 and subject to the scheme receiving the sanction of the Court and the satisfaction or, where applicable, the waiver of the other conditions, the scheme is now expected to become effective on November 1, 2017. As of October 27, 2017, the scheme was approved by the court. The acquisition is expected to be earnings accretive on a GAAP basis for Michael Kors Holdings Limited Holdings Limaited, in fiscal 2020 and dilutive to EPS in the low single digit percentage range in both Fiscal 2018 and 2019. The proceeds from the sale are available to JAB for the financing of its expansion strategy in the fast-moving consumer goods industry. Jean Fontana and Alecia Pulman of ICR, Inc. acted as PR advisors for Michael Kors Holdings Limited. David Friedland, Jennifer Davis and Nick Harper of Goldman Sachs & Co. LLC and Goldman Sachs International and Nikolas Johnston, Lorenzo Colonna di Paliano, Dwayne Lysaght and Adam Laursen of J.P. Morgan Securities LLC and J.P. Morgan Securities plc acted as financial advisors for Michael Kors Holdings Limited. Hugh Morrison and Sophie Arnold of Montfort Communications and Tom Johnson of Abernathy MacGregor acted as PR advisors for Jimmy Choo PLC. Federico Aliboni and Luca Ferrari of Merrill Lynch International and Jeffrey Schackner and Simon Lindsay of Citigroup Global Markets Limited acted as financial advisors for Jimmy Choo PLC. Peter Tracey and John Fishley of Liberum Capital Limited and Darrell Uden and Will Smith of RBC Europe Limited acted as corporate brokers for Jimmy Choo PLC. Justin G. Hamill, John C. Kennedy, Thomas V. de la Bastide III, Betty Yap, David Lakhdhir, Nathan Sawyer, Patricia Vaz de Almeida, Stephen Koo, David Sicular, Claudine Meredith-Goujon, Lawrence Witdorchic, Aidan Synnott, Marta Kelly, Leslie Fagen and Peter Fisch of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Michael Kors. Accenture LLP acted as an advisor to Michael Kors. Joshua R. Cammaker of Wachtell, Lipton, Rosen & Katz acted as legal advisor to the Board of Directors of Michael Kors. Melissa Sawyer and Kathy X. Wang of Sullivan & Cromwell LLP acted as legal advisors to JPMorgan Chase Bank. Skadden, Arps, Slate, Meagher & Flom LLP represented Goldman Sachs & LLC. Slaughter and May acted as legal advisor to Michael Kors Holdings Limited. Simpson Thacher & Bartlett LLP acted as legal advisor to banks in $450 Million Notes Offering and $2 Billion Credit Facilities. Michael Kors Holdings Limited Holdings Limited (NYSE:KORS) completed the acquisition of Jimmy Choo PLC PLC (LSE:CHOO) from JAB Luxury GmbH and others on November 1, 2017. In connection with the consummation of the acquisition, on November 1, 2017, Michael Kors Holdings borrowed $1 billion (£766.89 million) in term loans under the 2017 credit facility to pay a portion of the acquisition consideration and other fees and expenses related thereto and also used the proceeds from the issuance of senior unsecured notes as well as cash on hand. As of November 2, 2017, listing of shares of Jimmy Choo has been cancelled.