PRIVATE & CONFIDENTIAL Project Catwalk Merger Considerations March 2019 Team Profile Team of Dedicated Individuals with Significant Strategic Advisory Experience Kyle Costanzo Emilie Granger Tejas Saggi Eric Van Hees +1 609-947-8339 +1 438-880-8951 +1 438-926-4428 +1 905-601-1227 McGill University McGill University McGill University McGill University B.Comm B.Comm B.Comm B.Comm Born and raised in Princeton New Emilie Granger was born and Tejas was born in India and Eric was born and raised in Jersey, Kyle grew interested in raised in Montreal, Canada. raised in the suburbs of Oakville, Ontario. His interest in finance after interning at an Growing up with a brother in Vancouver, BC. At a young age, finance originates from his energy brokerage firm after high Investment Banking, Emilie he realized he had a knack for involvement with his high school school.Whenhe’snotworking always knew she wanted to Excel shortcuts and so the investment club. His time at onstockpitchesforHIM’s undertake a career in Finance. At natural rite of passage was to McGill has been filled with Consumers sector, Kyle serves McGill, Emilie is an ambassador enter finance. He now spends extracurriculars including being a as the co-president of JED for Women in Capital Markets. the majority of his days member of the Varsity Lacrosse Consulting,McGill’sstudent-run Outside of McGill, Emilie enjoys rethinking this decision. As a true team and the McGill Investment consulting firm. In his time playing soccer and countryside financier, he recently picked up Club. Outside of school, Eric can outside of studies, Kyle goes hiking. She also competes in squash. Outside of finance, Tejas be found playing guitar or skiing,mapsoutMontréal’s sprint triathlons. enjoys playing basketball and socializing with friends. coffee scene, and plays poker traveling. tournaments. Years of Experience Advising Companies Undertaking Strategic Alternatives in Tandem with Expertise in Retail Prove That We Are Best-Suited to Advise Tapestry on its Potential Merger with Capri Holdings Strictly Private & Confidential Page 2 Executive Summary Tapestry Should Merge with Capri Holdings to Create the First True US-Based Luxury Conglomerate Rationale For Tapestry Merger With Capri Holdings: Strategic Summary − Increase profitability by moving deeper into luxury Merger will Create First True − Lower business risk by diversifying product lines US-Based Luxury Retail − Immense revenue and cost synergy potential Conglomerate − Potential for operational efficiencies through business re-organization − Attractive Valuation Premium: $59 purchase price represents a 30% premium to current share price and a Financial Summary 11.0x TEV / NTM EBITDA Realistic and reasonable offer for Capri Holdings Transaction Financing: Funded with 60% equity and 40% cash ($3.6bn of newly issued debt), pro-forma Debt / 2020E EBITDA of 2.0x (in line with comps) Risks Mitigant 1. Market has punished Capri recently due to 1. MergersolvesCapri’sinventoryissue, Considerations Summary their inventory issues (-60% from peak) which is the reason stock has fallen Risks and mitigants and 2. Organizational structure overhaul 2. Track record of success of this org strategic alternatives necessary to integrate Capri with TPR (i.e. structure with LVMH. Extract value by must give all brands autonomy) separating affordable luxury and luxury 3. Antitrust concerns 3. No scrutiny for similar recent mergers Purchase of Luxury Conglomerate like Capri Holdings will Generate Significant Synergies, and Position the Combined Entity to Solidify its Leading Position in the United States, and Grow its Market Share in Growth Markets Abroad Strictly Private & Confidential Page 3 The Tapestry Story: Strategic Objectives The Current Situation Foundation Fright Formation Follow-On Increased M&A strategy to gain Leverage Tapestry is a North competition from Low global market scale in North America competencies of American Luxury other North share for luxury goods and diversify product both companies to Retailer American Luxury lines exploit growth areas Retailers $120 $100 • Diversification: Successful Men’sandapparelsegments $80 fillgapsinTapestry’sproduct line • Luxury: Capri offers luxury $60 brands like Versace that can improve profitability at Tapestry $40 • Inefficiency Reduction: Potential to re-organize Capri holdings to reduce $20 inefficiencies in inventory management $0 • China Access: China Mar 14 Mar 15 Mar 16 Mar 17 Mar 18 Mar 19 opportunity is largely untapped S&P 500 Tapestry Capri Holdings Tapestry Is At a Cross Roads With An Interesting Opportunity to Pursue Capri Holdings for A Merger Strictly Private & Confidential Page 4 Competitive Landscape Tapestry Competes in the Affordable Luxury and Luxury Market Segments Luxury, High-End, Genre High-End Luxury Luxury Upscale and Upscale Accessories, Modern luxury and Fully diversified Fully diversified Premium lifestyle Core Product Focus footwear, and lifestyle luxury products luxury products products apparel Key Brands North America (19%) North America (23%) North America (56%) North America (59%) North America (64%) Europe (35%) Europe (28%) Europe (40%) Geography Asia (24%) Europe (23%) Asia (40%) Asia (37%) Asia (3%) Other (17%) Asia (13%) Other (6%) Other (12%) Other (1%) Headquarters New York New York Paris Paris New York Bought remaining Recently acquired Recently acquired Sold Puma back to Closed flagship store Recent Events interest in Dior Kate Spade Versace original shareholders on Fifth Avenue brand % Luxury Goods Market, 2017 0.01% 0.01% 4.1% 10.6% NA Tapestry and Capri Collectively Are Currently Relatively Small in the Global Luxury Goods Market and Therefore Need to Take Strategic Actions to Gain Market Share Strictly Private & Confidential Page 5 Overview of Strategic Alternatives Available to Tapestry Tapestry Should Merge With Capri Holdings Low Riskiness Improved Growth Increase Likelihood Company Overview of Prospects Profitability of Approvals Implementation Make no acquisition and continue price battles with Status Quo – Make no Capri Acquisitions Capri margin remain below potential, while debt levels remain relatively low Gain scale in US, and fill gaps in menswear and apparel Acquire Ralph Lauren Low likelihood of successful China entry Lower luxury than Tapestry hurts TPR brand image While enabling Tapestry to gain scale and luxury, it is Acquire Select Capri unlikely that Capri would give all market power in the Holdings Assets (i.e. US to Tapestry, and sell Versace which they recently Versace) bought Reduce price competition in North America to increase margins Merge With Capri Significant cost and revenue synergies Holdings Better compete with LVMH and Kering Affordable Luxury Luxury Fashion Global exposure – attractive to growing Asian market Experience, exclusivity, and logo trend Merging With Capri Will Create the First North American Retail Conglomerate in Centuries, and Will Enable Significant International Growth Opportunities and Domestic Margin Increases Strictly Private & Confidential Page 6 Summary of Rationale for Merger with Capri Holdings Merger Will Create The First Ever North-American Luxury Conglomerate, Competing with the Likes of LVMH 1 Higher Profitability of Increased Margins: Conglomerates allow for economies of scale, increasing margins Conglomerates in Luxury Increased Growth Prospects: Conglomerates can transfer competencies to other Space portfolio brands (ex. Leveraging presence of brand in China to expand other brands) 2 Diversify Product and Fill Product Gaps: Diversify into other product segments such as clothing and menswear Segment Mix, Lowering Enter Higher End Segments: Versace and Jimmy Choo appeal to higher end customers Business Risk helping the company partly alleviate risk of retail slowdown 3 Revenue: Geographicexpansion,eliminateneedtocutprices(“flashsales”),leverage Significant Revenue and distribution relationships, build centralized e-commerce platform Cost Synergy Potential Cost: Economies of scale, shared cost structure, increased power over suppliers 4 Potential for Operational Reorganize Capri Organizational Structure: Capri’sportfolioishighlycentralizedwhich Efficiencies Through lowersresponsivenessofbrandstomarkettrends;Tapestry’sstructureofincreased Cultural Reorganization agencyamongstbrandswouldincreaseCapri’soperationalefficiency 5 Attractive Valuation Due Buy Low: Capri down 60% from 2014 peak, creating a unique opportunity to buy at a low to Recent Market Capri Cashes Premium: Capri shareholders receive a premium at a time when Capri is Performance of Capri performing poorly By Merging with Capri Holdings, Tapestry Can Achieve A Valuation Uplift Through Increased Profitability, Significant Synergies, and Added Operational Efficiencies Strictly Private & Confidential Page 7 Rationale #1: Higher Profitability of Conglomerates in Luxury Space Case Studies of LVMH, Kering and Inditex Demonstrate Benefits of Being A Conglomerate EBITDA Margins of Companies in Luxury Space Increased Profitability Results in Conglomerate Premium 35% Conglomerates Conglomerates 13.6x 30% 13.4x 11.2x 25% 10.8x 10.5x 10.6x 20% 15% 10% Tapestry Burberry Polo LVMH Kering Tapestry Burberry Polo LVMH Kering Inditex 2016 2017 2018 EV / LTM EBITDA Tapestry Will Achieve Significant Operational Efficiencies That Will Boost Margins and Create Value for Shareholders Through Multiple Expansion By Merging with Capri Strictly Private & Confidential Page 8 Rationale #2: Diversify Product and Segment Mix, Lowering Risk Merger