Inactive Instrument

RTW Retailwinds, Inc.

Equities

RTWIQ

US74980D1000

RTW RETAILWINDS, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

August 05, 2020 at 04:59 pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

On August 3, 2020, RTW Retailwinds, Inc. and its wholly-owned direct and indirect subsidiaries (the "Company") entered into an asset purchase agreement with Sunrise Brands, LLC for the sale of its eCommerce business and all related intellectual property, including its websites, www.nyandcompany.com, www.fashiontofigure.com and its rental subscription businesses at www.nyandcompanycloset.com and www.fashiontofigurecloset.com for a cash purchase price of $20 million plus assumption of certain liabilities, including honoring gift cards, subject to closing adjustments. The agreement is subject to final approval by the Bankruptcy Court. The above description is subject to the asset purchase agreement which is furnished as Exhibit 99.2 hereto.

On July 13, 2020, the Company filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code ("Chapter 11") in the United States Bankruptcy Court for the District of New Jersey (the "Bankruptcy Court"). The Company has requested joint administration of its Chapter 11 cases under the caption In re: RTW Retailwinds, Inc., et. al., Case No. 20-18445. The Company anticipates a Court hearing to approve the sale in early September.

Item 7.01 Regulation FD Disclosure.

On August 4, 2020, the Company issued a press release announcing that it has entered into an asset purchase agreement with Sunrise Brands, LLC for the sale of its eCommerce business and all related intellectual property. The press release is furnished as Exhibit 99.1 hereto.

The information, including Exhibit 99.1 hereto, the Company furnished under Item 7.01 of this report is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.





(d)  Exhibit



Exhibit No.   Description
  99.1          Press release issued on August 4, 2020
  99.2          Asset Purchase Agreement by and among RTW Retailwinds, Inc., the
              other sellers party hereto, and Sunrise Brands, LLC dated as of
              August 3, 2020




                                       2

Latest news about RTW Retailwinds, Inc.

RTW Retailwinds, Inc. Went Out of Business	20-12-30	CI
Joint Liquidation Plan Approved for RTW Retailwinds, Inc.	20-12-10	CI
Motion for Asset Sale Approved for RTW Retailwinds, Inc.	20-11-15	CI
First Motion for Exclusivity Period Extension Approved For RTW Retailwinds, Inc.	20-10-29	CI
Disclosure Statement Approved for RTW Retailwinds, Inc.	20-10-29	CI
Motion for Asset Sale Filed by RTW Retailwinds, Inc.	20-10-07	CI
First Motion for Exclusivity Period Extension Filed by RTW Retailwinds, Inc.	20-10-06	CI
Saadia Group, LLC completed the acquisition of E-Commerce business from a group of sellers.	20-09-30	CI
Joint Liquidation Plan and Disclosure Statement Filed by RTW Retailwinds, Inc.	20-09-30	CI
DIP Financing Approved for RTW Retailwinds, Inc.	20-09-15	CI
Motion for Asset Sale Approved for RTW Retailwinds, Inc.	20-09-04	CI
Consumer Cos Flat As California Covid Case Growth Slows -- Consumer Roundup	20-08-31	DJ
Saadia Group, LLC entered into an asset purchase agreement to acquire E-Commerce business from a group of sellers for $40 million.	20-08-30	CI
Notice of Selection of Successful Bidder Filed by RTW Retailwinds, Inc.	20-08-28	CI
Sunrise Brands, LLC cancelled the acquisition of E-Commerce business of RTW Retailwinds, Inc. (OTCPK:RTWI.Q), Lerner New York Holding, Inc., Lernco, Inc., Lerner New York, Inc., Lerner New York GC, LLC, Lerner New York Outlet, Inc., New York & Company Stores, Inc, FTF GC, LLC, Lerner New York FTF, LLC, Fashion to Figure, LLC and FTF IP Company, Inc.	20-08-27	CI
Motion For Asset Sale Approved on Final Basis - Store Closing Sales for RTW Retailwinds, Inc.	20-08-08	CI
Bidding Procedure Approved for RTW Retailwinds, Inc.	20-08-08	CI
Consumer Cos Up On Hopes That Coronavirus Spread Is Slowing -- Consumer Roundup	20-08-04	DJ
Stalking Horse Agreement Filed by RTW Retailwinds, Inc.	20-08-03	CI
Sunrise Brands, LLC entered into an asset purchase agreement to acquire E-Commerce business of RTW Retailwinds, Inc. (OTCPK:RTWI.Q), Lerner New York Holding, Inc., Lernco, Inc., Lerner New York, Inc., Lerner New York GC, LLC, Lerner New York Outlet, Inc., New York & Company Stores, Inc, FTF GC, LLC, Lerner New York FTF, LLC, Fashion to Figure, LLC and FTF IP Company, Inc. for $20 million.	20-08-02	CI
RTW Retailwinds Reportedly To Sell Its E-Commerce Business	20-07-22	CI
Motion for Asset Sale Filed by RTW Retailwinds, Inc.	20-07-17	CI
Motion For Asset Sale Approved on Interim Basis - Store Closing Sales for RTW Retailwinds, Inc.	20-07-15	CI
Motion for Joint Administration Approved for RTW Retailwinds, Inc.	20-07-15	CI
RTW Retailwinds, Inc. Filed for Bankruptcy	20-07-13	CI

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Company Profile

RTW Retailwinds Inc. is a specialty women's omni-channel retailer. The Company operates approximately 387 retail and outlet in over 33 states. The Company's portfolio includes branded merchandise from New York & Company, Fashion to Figure, and collaborations with Eva Mendes, Gabrielle Union and Kate Hudson. The Company's branded merchandise is sold exclusively at its retail locations and online at www.nyandcompany.com, www.nyandcompanycloset.com, www.fashiontofigure.com, and www.happyxnature.com. The Company offers a merchandise assortment consisting of wear-to-work, casual apparel and accessories, including pants, dresses, jackets, knit tops, blouses, sweaters, denim, t-shirts, activewear, handbags, jewelry and shoes. The Company's stores are concentrated in medium to large population centers of the United States and are located in shopping malls, lifestyle centers, outlet centers, and off-mall locations, including urban street locations.

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