Current Report Filing (8-k)
04 August 2020 - 3:02PM
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 2, 2020
Tailored
Brands, Inc.
(Exact name of registrant as specified in
its charter)
Texas
(State or other jurisdiction
of incorporation)
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1-16097
(Commission File Number)
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47-4908760
(IRS Employer Identification No.)
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6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices)
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77072
(Zip Code)
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281-776-7000
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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TLRD
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New York Stock Exchange
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Preferred Stock Purchase Rights
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TLRD
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On August 2, 2020 Tailored Brands, Inc. was notified by
the Staff of NYSE Regulation, Inc. that it had determined to commence proceedings to delist the common stock and preferred
stock purchase rights of Tailored Brands, Inc. from the New York Stock Exchange.
Item 1.03
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Bankruptcy or Receivership
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As previously reported, on August 2,
2020 (the “Petition Date”), Tailored Brands, Inc. (the “Company”) and certain of its subsidiaries (together
with the Company, the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of
title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District
of Texas (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re:
Tailored Brands, Inc., et al., Case No. 20-33900 (MI).
On August 3, 2020, the Company received
certain “first day relief” from the Bankruptcy Court that will allow the Company to operate in the ordinary course
of business, including the authority to access cash collateral and debtor-in-possession financing, pay employee wages and benefits,
honor customer programs and pay vendors and suppliers in the ordinary course for all goods and services provided after the Petition
Date.
On August 3, 2020, the Bankruptcy
Court also entered the Order Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of
Worthlessness with Respect to Common Stock, Docket No. 83 (the “Order”). The Order is designed to assist the
Debtors in preserving certain of their tax attributes by establishing, among other things, the procedures (including notice
requirements) that certain stockholders and potential stockholders must comply with regarding transfers of, or declarations
of worthlessness with respect to, the Company’s common stock, as well as certain obligations with respect to notifying
the Debtors with respect to current stock ownership (the “Procedures”). The terms and conditions of the
Procedures were immediately effective and enforceable upon entry of the Order by the Bankruptcy Court. Any actions in
violation of the Procedures (including the notice requirements) are null and void ab initio, and (a) the person
or entity making such a transfer will be required to take remedial actions specified by the Debtors to appropriately reflect
that such transfer of the Company’s common stock is null and void ab initio and (b) the person or
entity making such a declaration of worthlessness with respect to the Company’s common stock will be required to file
an amended tax return revoking such declaration and any related deduction to reflect that such declaration is void ab
initio. The foregoing description of the Order is not complete and is qualified in its entirety by reference to the
Order, a copy of which is attached to this Current Report on Form 8-K as Exhibit 4.1 and is hereby incorporated by reference
in this Item 1.03.
Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On August 2, 2020, the Company was
notified by the staff of NYSE Regulation, Inc. (“NYSE Regulation”) that it had determined to commence proceedings to
delist the common stock of the Company from the New York Stock Exchange (“NYSE”). NYSE Regulation reached its decision
that the Company is no longer suitable for listing pursuant to NYSE Listed Company Manual Section 802.01D after the Company’s
disclosure on August 2, 2020 that it has commenced voluntary cases under chapter 11 of the Bankruptcy Code. The Company does
not intend to appeal the determination and, therefore, it is expected that its common stock will be delisted, which would not affect
its operations or business and does not change its reporting requirements under the rules of the Securities and Exchange Commission
(the “SEC”).
Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth above in
Item 1.03 of this Current Report on Form 8-K regarding the Order Approving Notification and Hearing Procedures for Certain Transfers
of and Declarations of Worthlessness with Respect to Common Stock, Docket No. 83, is hereby incorporated by reference in
this Item 3.03.
Item 7.01
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Regulation FD Disclosure.
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In connection with the Company's receipt of certain “first
day relief” described in Item 1.03 above, the Company issued a press release on August 3, 2020, a copy of which is attached
to this Current Report on Form 8-K as Exhibit 99.1.
The information disclosed in this Item 7.01, including Exhibit
99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of
any general incorporation language in such a filing.
Cautionary Statement Regarding Forward-Looking
Information
The Company has included statements in
this Current Report on Form 8-K that may constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. In addition, words such as “expects,” “anticipates,” “envisions,” “targets,”
“goals,” “projects,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “guidance,” “may,” “projections,” and “business outlook,”
variations of such words and similar expressions are intended to identify such forward-looking statements. The forward-looking
statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking
statements that we make herein are not guarantees of future performance and actual results may differ materially from those in
such forward-looking statements as a result of various factors. Factors that might cause or contribute to such differences include,
but are not limited to: risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval
from the Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter
11 Cases, including with respect to any proposed debtor-in-possession financing; the ability of the Company to negotiate, develop,
confirm and consummate a plan of reorganization; the effects of the Chapter 11 Cases, including increased legal and other professional
costs necessary to execute the Company’s reorganization, on the Company’s liquidity (including the availability of
operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects; the effects of the
Chapter 11 Cases on the interests of various constituents; the length of time that the Company will operate under Chapter 11 protection;
risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases and the outcome
of the Chapter 11 Cases in general; conditions to which any debtor-in-possession financing is subject and the risk that these conditions
may not be satisfied for various reasons, including for reasons outside the Company’s control; the effects of the COVID-19
pandemic and uncertainties about its depth and duration, including the health and well-being of our employees and customers, temporary
store closures, increases in the unemployment rate, furlough or temporary layoffs of our employees, our ability to increase our
liquidity and preserve financial flexibility, and social distancing measures or changes in consumer spending behaviors; actions
or inactions by governmental entities; domestic and international macro-economic conditions; inflation or deflation; the loss of,
or changes in, key employees; success, or lack thereof, in formulating or executing our internal strategies and operating plans
including new store and new market expansion plans; cost reduction initiatives and revenue enhancement strategies; changes to our
capital allocation policy; changes in demand for our retail clothing or rental products, including changes in apparel trends and
changing consumer preferences; market trends in the retail or rental business; customer confidence and spending patterns; changes
in traffic trends in our stores; customer acceptance of our merchandise strategies, including custom clothing; performance issues
with key suppliers; disruptions in our supply chain; severe weather; regional or national civil unrest or acts of civil disobedience;
public health crises, including the recent coronavirus outbreak; foreign currency fluctuations; government export and import policies,
including the enactment of duties or tariffs; advertising or marketing activities of competitors; the impact of cybersecurity threats
or data breaches; legal proceedings and the impact of climate change.
Forward-looking statements are intended
to convey the Company’s expectations about the future, and speak only as of the date they are made. We undertake no obligation
to publicly update or revise any forward-looking statements that may be made from time to time, whether as a result of new information,
future developments or otherwise, except as required by applicable law. However, any further disclosures made on related subjects
in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. This discussion is provided as permitted by the Private
Securities Litigation Reform Act of 1995, and all written or oral forward-looking statements that are made by or attributable to
us are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.
Item 9.01
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Financial Statements and Exhibits.
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(d)
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: August 4, 2020
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TAILORED BRANDS, INC.
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By:
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/s/ John Vazquez
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Name:
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John Vazquez
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Title:
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Vice President, Chief Accounting Officer and Treasurer
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