SCHEDULE 13D: Richemont Entities Secure 36.5% Stake in MYT Netherlands Parent B.V. Following YNAP Acquisition

Richemont Italia Holding S.p.A., a subsidiary of Compagnie Financiere Richemont SA, has acquired a significant 36.5% ownership stake in MYT Netherlands Parent B.V. through the exchange of YOOX Net-a-Porter Group S.p.A. shares, formalizing a strategic partnership with governance rights and a new credit facility.

Summary

• Richemont Italia Holding S.p.A. (Richemont Italia), a wholly owned subsidiary of Compagnie Financiere Richemont SA (CF Richemont), acquired 49,741,342 Ordinary Shares of MYT Netherlands Parent B.V. (the Issuer) on April 23, 2025.
• This acquisition was in exchange for all the ordinary shares of YOOX Net-a-Porter Group S.p.A. (YNAP), completing the YNAP Acquisition.
• The Reporting Persons (Richemont Italia, CF Richemont, and Compagnie Financiere Rupert) collectively beneficially own 49,741,342 shares, representing approximately 36.5% of the Issuer's 136,374,256 outstanding shares.
• The Issuer's name is expected to change from MYT Netherlands Parent B.V. to LuxExperience B.V. and its NYSE trading symbol from 'MYTE' to 'LUXE' effective May 1, 2025.
• A Relationship Agreement grants Richemont Italia the right to nominate one individual to the Issuer's Supervisory Board and have a non-voting observer, provided it maintains a minimum ownership stake (10% for direct disposal, 5% for other reasons).
• Mr. Burkhart Grund joined the Supervisory Board as the Richemont Nominee on April 23, 2025.
• A Lock-Up Agreement restricts Richemont Italia from selling shares for one year from April 23, 2025, followed by a one-year 'Leak-Out Period' limiting daily sales to 15% of average daily trading volume.
• Richemont Italia has customary demand and piggyback registration rights for its shares, subject to certain value and percentage thresholds.
• Richemont International (another Richemont Group entity) provided a six-year secured revolving credit facility of EUR 100 million to The Net-A-Porter Group Limited (an indirect wholly owned subsidiary of YNAP) for working capital and general corporate purposes.

Sentiment

Score: 7

Explanation: The document details a completed strategic acquisition and associated agreements, indicating a positive step for the involved entities. The terms outlined, such as governance rights and a credit facility, suggest a well-structured and beneficial arrangement. The lock-up period is a minor negative but standard for such transactions.

Positives

• The completion of the YNAP Acquisition integrates YNAP fully into MYT Netherlands Parent B.V., potentially streamlining operations and leveraging synergies.
• Richemont's significant 36.5% stake provides a strong strategic alignment and commitment to the Issuer's future.
• The Relationship Agreement grants Richemont substantial governance influence through a Supervisory Board nominee and observer, ensuring its interests are represented.
• The EUR 100 million revolving credit facility provides YNAP with dedicated funding for working capital and general corporate purposes, enhancing its financial flexibility.

Negatives

• The Lock-Up Agreement restricts Richemont Italia's ability to sell its shares for one year, potentially limiting liquidity for a significant portion of the Issuer's stock.
• The Leak-Out Period further restricts sales for an additional year, which could impact market dynamics if Richemont decides to divest a large portion of its holdings.

Risks

• The Issuer's ability to comply with its obligations under applicable laws and regulations or manage its affairs in accordance with the principles of good governance could be impacted if Richemont Italia's exercise of voting rights is inconsistent with these principles.
• The effectiveness of the Revolving Facility Agreement and related guarantees depends on the financial health and performance of YNAP and its subsidiaries.
• The success of the YNAP Acquisition and the integration of YNAP into the Issuer's business model carries inherent operational and financial risks.

Future Outlook

The Issuer is expected to change its name to LuxExperience B.V. and its NYSE trading symbol to 'LUXE' effective May 1, 2025. The Reporting Persons intend to regularly review and assess their investment in the Issuer and may make further acquisitions or dispositions of shares in the future, depending on market conditions and other factors.

Management Comments

• The Reporting Persons expressly disclaim being members of a 'group' within the meaning of Section 13(d)(3) of the U.S. Securities Exchange Act of 1934, as amended, with any person which is not a Reporting Person.

Industry Context

This filing signifies a major consolidation in the luxury e-commerce sector, with Richemont, a global leader in luxury goods, solidifying its strategic investment in MYT Netherlands Parent B.V. (Mytheresa) by integrating YNAP. This move aims to strengthen Mytheresa's position in the competitive online luxury retail market, leveraging YNAP's established presence and Richemont's broader luxury ecosystem. The transaction reflects a trend of strategic alliances and vertical integration within the luxury industry to enhance digital capabilities and market reach.

Management Changes

Corporate Governance

Related Party Transactions

• The Issuer issued 49,741,342 Shares to Richemont Italia in exchange for all ordinary shares of YNAP, where Richemont Italia is a subsidiary of CF Richemont, and CF Rupert holds significant voting rights in CF Richemont.
• Richemont International (a Richemont Group entity) provided a EUR 100 million revolving credit facility to The Net-A-Porter Group Limited, an indirect wholly owned subsidiary of YNAP, which is now part of the Issuer's group.
• CF Richemont guaranteed Richemont Italia's post-completion adjustment payment obligations under the Share Purchase Agreement related to YNAP's net financial position.

Stakeholder Impact

• **Shareholders**: Existing shareholders of MYT Netherlands Parent B.V. will see a significant new strategic shareholder (Richemont Group) with a 36.5% stake, potentially influencing future strategic decisions and share price stability. The lock-up and leak-out provisions for Richemont's shares aim to maintain an orderly market.
• **Employees**: The integration of YNAP into MYT Netherlands Parent B.V. may lead to organizational changes, but the credit facility for YNAP suggests continued operational support.
• **Customers**: The strategic alignment and financial support could lead to enhanced offerings and services through the combined entity.
• **Creditors**: The EUR 100 million revolving facility provided by Richemont International to YNAP's subsidiary indicates financial backing, potentially strengthening the credit profile of the combined entity.

Next Steps

• The Issuer's name is expected to change to LuxExperience B.V. and its NYSE trading symbol to 'LUXE' effective May 1, 2025.
• Richemont Italia is restricted from selling shares for one year from April 23, 2025, followed by a one-year leak-out period.
• The Revolving Facility will expire on the sixth anniversary of the YNAP Acquisition Completion Date (April 23, 2031).
• The Reporting Persons will continue to regularly review and assess their investment in the Issuer and may make further acquisitions or dispositions of Shares.

Key Dates

Keywords

SEC Filing, Schedule 13D, MYT Netherlands Parent B.V., LuxExperience B.V., Richemont, YOOX Net-a-Porter Group, YNAP Acquisition, Share Purchase Agreement, Strategic Investment, Corporate Governance, Supervisory Board, Lock-Up Agreement, Registration Rights, Revolving Credit Facility, Luxury Goods, E-commerce, Shareholder Stake