TAILORED BRANDS, INC. Item 1.03 Bankruptcy or Receivership.
As previously reported, on
Confirmation of Plan of Reorganization
On
Summary of Plan of Reorganization
The following is a summary of the material terms of the Plan. The summary does
not purport to be complete and is qualified in its entirety by reference to the
full text of the Plan and the Confirmation Order filed as Exhibit 2.1 and 99.1,
respectively, to this Current Report on Form 8-K (the "8-K"). Capitalized terms
used in this 8-K and not otherwise defined will have the meanings given to them
in the Plan and the Confirmation Order. The Plan preserves the Debtors' business
and enhances their value by substantially deleveraging the Debtors' balance
sheet by
The Plan provides that on the Effective Date, there will be a reorganization of
each Debtor and establishes processes for distribution on account of and
resolution of Claims. The Plan reflects the terms of various settlements among
the Debtors, the Term Loan Lenders, the ABL Lenders and the Creditors Committee,
which resulted in an agreement on a global restructuring. The Plan further
incorporates a compromise and settlement with the Creditors Committee on behalf
of the Holders of General Unsecured Claims, whereby (i) the Liquidating Trust
Equity Recovery will total in the aggregate 7.5% of the New Equity (subject to
dilution by the Management Incentive Plan and the New Warrants) and the New
Warrants, (ii) Holders of Allowed Class 5(b) Claims shall have the option to
elect to receive cash equal to
The Plan creates nine classes of claims against and interests in the Debtors. Holders of Allowed Claims or Allowed Interests, as applicable, in Class 1 (Other Secured Claims), Class 2 (Other Priority Claims), Class 3 (ABL Facility Claims), Class 4 (Term Loan Secured Claims), Class 5(a) (Moores General Unsecured Claims), Class 5(b) (Other General Unsecured Claims), Class 5(c) (GUC Convenience Claims), Class 6 (Intercompany Claims), Class 7 (Intercompany Interests), Class 8 (Existing Equity Interests), and Class 9 (Section 510(b) Claims). Under the Plan, each Holder of an Allowed Claim or Allowed Interest, as applicable, will receive the treatment described therein in full and final satisfaction, settlement, release, and discharge of and in exchange for such Allowed Claim or Allowed Interest, unless treatment is otherwise specified. Classes 1, 2, 3, 5(a), and 5(c) are unimpaired under the Plan. Each Holder of Class 4 Claims will receive its Pro Rata share of and interest in the Exit Takeback Term Loan Facility and 92.5% of the New Equity (subject to dilution by the Management Incentive Plan and the New Warrants). Each Holder of Class 5(b) Claims will receive, at the option of such Holder, either (a) the Liquidating Trust Equity Recovery or (b) the Cash Option; provided that the Term Loan Lenders shall not be entitled to any recovery on account of any Term Loan Deficiency Claims, which shall be deemed waived, extinguished, satisfied, released, and discharged for all purposes on the Effective Date; provided further that if any Holder of an Allowed Class 5(b) Claims fails to select either the Cash Option or the Liquidating Trust Equity Recovery, such Holder shall be deemed to receive the Liquidating Trust Equity Recovery. Classes 4 and 5(b) are the only voting classes. Class 4 voted to approve the Plan and Class 5(b) rejected the plan. The Claims in Class 6, which were deemed to either accept or reject the Plan, will be, at the option of the Debtors and the Required Consenting Term Loan Lenders, as applicable, setoff, contributed, distributed, compromised, settled, reinstated, canceled and released without any distribution or otherwise addressed in a manner determined by the Debtors and the Required Consenting Term Loan Lenders. The Interests in Class 7, which were deemed to either accept or reject the Plan, will be, at the option of the Debtors and the Required Consenting Term Loan Lenders, as applicable, contributed, distributed, eliminated via merger or other corporate transaction, reinstated, canceled and released without any distribution, or otherwise addressed in a manner determined by the Debtors and the Required Consenting Term Loan. Both Class 8 Existing Equity Interests and Class 9 Section 510(b) Claims were deemed to reject the plan, and will be cancelled as of the Effective Date. The Plan also provides for the Exit Facilities to facilitate the global reorganization. . . .
Item 3.03 Material Modification of Rights of Security Holders.
On the later of the Effective Date and the date on which the relevant
distributions are made pursuant to the Plan (if not made on the Effective Date),
except for the purpose of evidencing a right to and allowing Holders of Claims
and Interests to receive a distribution under the Plan or to the extent
otherwise specifically provided for in the Plan or set forth in the Description
of Transaction Steps, (a) all notes, instruments, certificates, and other
documents evidencing Claims or Interests, and any other certificate, equity
security, share, note, bond, indenture, purchase right, option, warrant, or
other instrument or document directly or indirectly evidencing or creating any
indebtedness or obligation of or ownership interest in the Debtors giving rise
to any Claim or Interest (except such agreements, certificates, notes, or other
instruments or documents evidencing indebtedness or obligation of or ownership
interest in the Debtors that are reinstated or amended and restated pursuant to
the Plan), shall be cancelled, and the obligations of the Debtors thereunder or
in any way related thereto shall be deemed satisfied in full, cancelled,
discharged, and of no force or effect, and the Agents and Trustee shall not have
any continuing duties or obligations thereunder and shall be discharged; and (b)
the obligations of the Debtors pursuant, relating, or pertaining to any credit
document, agreement, indenture, any agreements, certificates of designation,
bylaws or certificate, or articles of incorporation or similar documents
governing the shares, certificates, notes, bonds, indentures, purchase rights,
options, or other instruments or documents evidencing or creating any
indebtedness or obligation of or ownership interest in the Debtors (except such
agreements, certificates, notes, or other instruments evidencing indebtedness or
obligation of or ownership interest in the Debtors that are specifically
reinstated, amended and reinstated, or entered into pursuant to the Plan) shall
be released and discharged; provided, however, that the applicable credit
document, agreement, or indentures shall continue in effect for the purposes of:
(i) allowing the Agents and Trustee to receive or direct distributions from the
Debtors and to make further distributions to the applicable Holders of Claims
(subject to any applicable charging liens), and allowing such Holders to accept
distributions, on account of such Claims; (ii) preserving the Agents' and
Trustee's rights to payment of reasonable and documented fees and expenses (to
be documented in accordance with the terms of the applicable credit document(s),
agreement(s), or indenture(s)), and allowing the maintenance, exercise, and
enforcement of any applicable charging lien and priority of payment rights for
the payment of reasonable and documented fees and expenses (to be documented in
accordance with the terms of the applicable credit document(s), agreement(s), or
indenture(s)), including the Agent's or Trustee's charging liens and priority of
payment rights pursuant and subject to the terms of the applicable credit
document(s), agreement(s), or indenture(s), or any related or ancillary
document, instrument, agreement, or principle of law, against any money or
property distributed or allocable on account of such Claims, as applicable;
(iii) seeking compensation and reimbursement for any reasonable and documented
fees and expenses incurred by or on behalf of the Agents and Trustee in
connection with the implementation of the Plan; (iv) allowing the Agents and
Trustee to enforce their respective rights, claims, and interests against any
Entity that is not a
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Plan provides that, as of the Effective Date, the term of the current members of the board of directors of the Debtors shall expire, and the members for the initial term of the New Board shall be appointed. The initial members of the New Board will be identified in the Plan Supplement, to the extent known at the time of filing, pursuant to the terms of the Restructuring Support Agreement. Each such member and officer of the Reorganized Debtors shall serve from and after the Effective Date pursuant to the terms of the New Organizational Documents and other constituent documents of the Reorganized Debtors. The New Board shall consist of the number of members as set forth in the Plan Supplement; provided, that the process for selecting the New Board and all governance related matters for Reorganized Tailored shall be in form and substance acceptable to the Required Consenting Term Loan Lenders (in consultation with the Debtors).
Item 7.01 Regulation FD Disclosure.
On
The information contained in this Item 7.01, including Exhibit 99.2, is not
deemed to be "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, and are not deemed to be incorporated by reference
into any of the Company's filings with the
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. Words such as "expect" and similar
expressions identify forward-looking statements. Forward-looking statements are
based only on the Company's current assumptions and views of future events and
financial performance. They are subject to known and unknown risks and
uncertainties, many of which are outside of the Company's control that may cause
the Company's actual results to be materially different from planned or expected
results. Those risks and uncertainties include, but are not limited to, risks
attendant to the bankruptcy process, including beliefs or current expectations
concerning the timing of the Company's emergence from Chapter 11 and impact of
such emergence on its operations going forward; 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;
Please refer to the Company's Annual Report on Form 10-K for the year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is included in this Form 8-K:
2.1 Fifth Amended Joint Plan of Reorganization for the Debtors under
Chapter 11 of the Bankruptcy Code.
99.1 Confirmation Order
99.2 Press Release dated November 13, 2020 .
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
in the Inline XBRL document contained in Exhibit 101).© Edgar Online, source
