Exhibit 2.2
Execution Version
AMENDMENT NO. 1 TO
SALE AND PURCHASE AGREEMENT
This Amendment No. 1 To sale and PURCHASE agreement (this “Amendment”), dated as of August 4, 2025, is entered into by and between Tapestry, Inc., a Maryland corporation (“Seller”), and Caleres, Inc., a New York corporation (“Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
RECITALS
WHEREAS, Seller and Purchaser are parties to that certain Sale and Purchase Agreement, dated as of February 16, 2025 (the “Original Purchase Agreement”, and as such may be amended from time to time, including pursuant to this Amendment, the “Purchase Agreement”), pursuant to which Seller has agreed to sell to Purchaser, and Purchaser has agreed to purchase from Seller, the Business on the terms and subject to the conditions set forth therein; and
WHEREAS, pursuant to Section 12.09 of the Original Purchase Agreement, Purchaser and Seller have agreed to amend the Original Purchase Agreement pursuant to this Amendment on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:
SW-Italy LLC |
Coach Stores Germany GmbH |
Coach Stores Limited |
Coach Consulting Dongguan Co. Ltd. |
Coach Korea Limited |
Coach Stores Australia Pty Ltd. |
Coach Netherlands BV |
Coach Operations Singapore Pte. Ltd. |
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“Section 8.08Unpaid Withholding Taxes. With respect to any cash distribution or dividend made by any Transferred Entity to Seller or any of its Affiliates prior to Closing, such Transferred Entity has withheld or will properly withhold all Taxes required to be withheld with respect thereto. With respect to any such withheld Taxes, for which the due date for remitting such withholding Taxes to the applicable Governmental Authority has not yet occurred as of Closing (an “Unpaid Withholding Tax”), Purchaser shall, after the Closing, (a) cause such Transferred Entity to timely and properly remit such withholding Taxes to the applicable Governmental Authority in accordance with applicable Law and file any and all Tax Returns required to be filed in connection therewith and (b) provide Seller evidence thereof promptly after making such remittance and filings. With respect to any such withheld Taxes, for which the due date for remitting such withholding Taxes to the applicable Governmental Authority is prior to the Closing, Seller shall, or shall cause such Transferred Entity to timely and properly remit such withholding Taxes to the applicable Governmental Authority in accordance with applicable Law and file any and all Tax Returns required to be filed in connection therewith. Notwithstanding anything in this Agreement to the contrary, (i) any Unpaid Withholding Tax shall be included as a current liability of the Business for purposes of calculating Net Working Capital and (ii) for the avoidance of doubt, the obligations of Seller and its Affiliates to cause the Transferred Entities to withhold Taxes and remit payment to the applicable Government Entity under this Section 8.08 shall terminate as of the Closing. For the avoidance of doubt, the foregoing shall not otherwise alter the treatment of any withholding Taxes under the terms of this Agreement.”
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[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of each of the parties as of the date first above written.
| PURCHASER: | |
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| Caleres, Inc. | |
| | |
| | |
| By: | /s/ Jack P. Calandra____________ |
| | Name: Jack P. Calandra |
| | Title: Senior Vice President, Chief Financial Officer |
| | |
[Signature to Amendment No. 1 to Purchase Agreement]
| SELLER: | |
| | |
| Tapestry, Inc. | |
| | |
| | |
| By: | _/s/ David Edward Howard_________ |
| | Name: David Edward Howard |
| | Title: General Counsel and Secretary |