Page 8 of 14 – SEC Filing
Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
The Company reported in their Form 8-K Exhibit 2.1, Agreement and Plan of Merger by and among Coach, Inc., Chelsea Merger Sub Inc., and Kate Spade & Company, dated May 7, 2017 that 128,604,671 Shares were issued and outstanding.
(a) Each of the Reporting Persons may have been deemed to have beneficial ownership of 7,062,202 Shares, which consists of (i) 277,550 Shares held by Magnetar Capital Master Fund, (ii) 121,170 Shares held for the benefit of Spectrum Master Fund, (iii) 96,670 Shares held for the benefit of Magnetar Fundamental Master Fund, (iv) 5,982,393 Shares held for the benefit of PRA Master Fund, (v) 72,310 Shares held for the benefit of Constellation Fund; (vi) 379,809 Shares held for the benefit of MSW Master Fund; and (vii) 132,300 Shares held for the benefit of the Managed Accounts, and all such Shares represented beneficial ownership of approximately 5.49% of the Shares.
(b) Each of the Reporting Persons may have been deemed to share the power to vote and direct the disposition of 7,062,202 Shares, which consists of (i) 277,550 Shares held by Magnetar Capital Master Fund, (ii) 121,170 Shares held for the benefit of Spectrum Master Fund, (iii) 96,670 Shares held for the benefit of Magnetar Fundamental Master Fund, (iv) 5,982,393 Shares held for the benefit of PRA Master Fund, (v) 72,310 Shares held for the benefit of Constellation Fund; (vi) 379,809 Shares held for the benefit of MSW Master Fund; and (vii) 132,300 Shares held for the benefit of the Managed Accounts, and all such Shares represented beneficial ownership of approximately 5.49% of the Shares.
(c) Except as set forth on Schedule A attached hereto, the Reporting Persons had no transactions in the Shares during the 60 days preceding the date of filing of this Statement. All of the transactions set forth on Schedule A attached hereto were effected in the ordinary course of business of Magnetar Financial for the accounts of each of the Fund, each of the Managed Accounts, Magnetar Tactical Trading Master Fund and Managed Account 3. The transactions in the Shares set forth on Schedule A were effected in open market transactions on the New York Stock Exchange and various other trading markets. .
As disclosed by the Company in the Form 8-K filed with the SEC on May 7, 2017:
On May 7, 2017, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with Coach, Inc., a Maryland Corporation (Parent), and Chelsea Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Purchaser)
Pursuant to and subject to the terms and conditions of the Merger Agreement, Purchaser will commence an all-cash tender offer no later than May 26, 2017 to acquire any and all of the companys outstanding shares of common stock, par value $1.00 per share. The Shares will be acquired at a purchase price of $18.50 per share, subject to any required withholding of taxes and without interest thereon.
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