Coupang Files SEC Disclosure Detailing Farfetch Acquisition Transactions

Coupang, Inc. has filed a disclosure with U.S. securities regulators laying out the details of recent corporate transactions tied to its acquisition of the Farfetch luxury e-commerce business. The filing, submitted alongside a press release distributed through the company's investor-relations channel, formalizes a deal that closed on January 30 and gives outside investors a fuller picture of how the arrangement was financed and structured.

The roots of the transaction go back to December 2023, when Coupang and funds managed by Greenoaks Capital Partners set up a joint vehicle, Surpique LP, to pursue the assets of Farfetch Holdings plc, the London-listed online marketplace for luxury fashion that had been sliding toward insolvency. As part of that arrangement, Surpique LP also secured a bridge loan facility of up to $500 million to keep Farfetch's operations funded while a formal sale process played out.

That process concluded when administrators appointed to oversee Farfetch reached a sale and purchase agreement with a Surpique subsidiary, transferring the core Farfetch business into the new ownership structure. According to the filing, Surpique LP funneled roughly $300 million into the acquired business — a mix of fresh cash and the conversion of outstanding bridge-loan debt — and pledged up to an additional $200 million to be drawn within a year to cover integration and working-capital needs.

The filing also describes changes to Farfetch's existing debt. Holders of the company's term loans, which totaled roughly $600 million before the deal, were offered a chance to sell back 10% of their holdings at face value, trimming the outstanding balance to about $575 million. The remaining loans were rolled into an amended credit agreement carrying a 2027 maturity and interest tied to either a base rate or Term SOFR, both with added margins.

Ownership of the joint venture is split 80.1% to Coupang and 19.9% to Greenoaks, with governance shared through a board of managers on which Coupang appoints two seats and Greenoaks one. The filing separately notes that Greenoaks founder Neil Mehta, who also serves as Coupang's lead independent director, has a financial relationship with both parties to the deal — a disclosure made to flag the potential conflict of interest under securities rules.

For Coupang, the transaction marks a rare push beyond its core Korean and broader Asian e-commerce operations into the international luxury retail space, an area far removed from its usual grocery- and general-merchandise-driven business. The company has not detailed how it plans to run or eventually monetize the Farfetch platform, but the filing signals that integration costs and financing terms are already being actively managed.