Item 7.01 Regulation FD Disclosure.
As previously reported, on August 2, 2020, 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 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 October 29, 2020, the Debtors filed with the Bankruptcy Court their monthly
operating report for the period beginning August 30, 2020 and ending October 3,
2020 (the "Monthly Operating Report"). The Monthly Operating Report is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. This Current
Report on Form 8-K (including the exhibit hereto) (this "Form 8-K") will not be
deemed an admission as to the materiality of any information disclosed herein.
The Monthly Operating Report and other documents filed with the Bankruptcy Court
are available for review and free of charge online at
https://cases.primeclerk.com/TailoredBrands. Documents and other information
available on such website are not part of this Form 8-K and are not deemed to be
incorporated by reference in this Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, 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 Securities and Exchange Commission
(the "SEC"), whether made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the extent expressly
set forth by specific reference in such a filing.
Cautionary Statement Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally
accepted accounting principles, is in a format prescribed by applicable
bankruptcy laws or rules, and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. Results set forth in the Monthly Operating Report
should not be viewed as indicative of future results.
As reported in a Form 12b-25 filed by the Company on September 11, 2020, the
Company does not intend to file a Quarterly Report on Form 10-Q for the fiscal
quarter ended August 1, 2020, including the financial statements of Tailored
Brands, Inc. and its subsidiaries, or any other reports on Form 10-Q, Form 10-K
or Form 11-K, for those or subsequent periods. Instead, until the Company's
common stock is cancelled and of no further force or effect, the Company intends
to file with the SEC Current Reports on Form 8-K containing (a) disclosure of
all material events in the Chapter 11 Cases and (b) as exhibits, the operating
and financial reports that are filed by the Company with the Bankruptcy Court.
Cautionary Statement Regarding Forward-Looking Information
The Company has included statements in this Current Report on Form 8-K and the
Monthly Operating Report 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 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.
Please refer to the Company's Annual Report on Form 10-K for the year ended
February 1, 2020 and its Current Report on Form 8-K filed on June 10, 2020 for a
further discussion of risks and uncertainties. Investors should take such risks
into account and should not rely on forward-looking statements when making
investment decisions. Any forward-looking statement made by us in this Current
Report on Form 8-K is based only on information currently available to us and
speaks only as of the date on which it is made. We do not undertake to update
these forward-looking statements as of any future date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is included in this Form 8-K:
99.1 Monthly Operating Report for the period beginning August 30, 2020 and
ending October 3, 2020.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
in the Inline XBRL document contained in Exhibit 101).
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