Form 8-K TAILORED BRANDS INC For: Oct 25

October 26, 2017 6:51 AM

 

 

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): October 25, 2017

 

Tailored Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Texas

 

1-16097

 

47-4908760

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer Identification No.)

of incorporation)

 

 

 

 

 

6380 Rogerdale Road

 

 

 

 

Houston, Texas

 

 

 

77072

(Address of principal executive offices)

 

 

 

(Zip Code)

 

 

 

 

 

 

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company   o

 

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.  o

 

 

 



 

Item 1.01 Entry into a Material Definitive Agreement.

 

Second Amendment to Asset-Based Revolving Credit Agreement (the “ABL Facility”)

 

On October 25, 2017, Tailored Brands, Inc. (the “Company”) and The Men’s Wearhouse, Inc., together with certain of the Company’s direct and indirect wholly-owned U.S. subsidiaries and Moores the Suit People Inc., one of the Company’s Canadian indirect wholly-owned subsidiaries, as co-borrowers (collectively, the “Co-Borrowers”), JPMorgan Chase Bank, N.A., as administrative agent (the “U.S. ABL Administrative Agent”), JPMorgan Chase Bank, N.A. Toronto Branch, as Canadian administrative agent (the “Canadian ABL Administrative Agent”) and the lenders party thereto (the “ABL Lenders”), entered into Amendment No. 2 to its ABL Facility (“Amendment No. 2”).

 

Amendment No. 2 amends the ABL Facility dated as of June 18, 2014, among the Company, the Co-Borrowers, the U.S. Administrative Agent, the Canadian Administrative Agent and the Lenders as previously amended by the Joinder Agreement dated as of June 18, 2014, Amendment No. 1 dated as of July 28, 2014, the Joinder Agreement effective as of January 31, 2016, and the Joinder Agreement dated as of June 30, 2016 including:

 

·                                          increasing the principal amount available under the ABL Facility from $500 million to $550 million;

 

·                                          extending the maturity date of the ABL Facility from June 18, 2019 to October 25, 2022, subject to a springing maturity provision that would accelerate the maturity of the ABL Facility to 91 days prior to the scheduled maturity date of the Company’s term loan (the “Term Loan”) or its 7.00% senior notes due in 2022 (the “Senior Notes”) if there are any obligations outstanding under the Term Loan or Senior Notes as of that date;

 

·                                          reducing the interest rate margin ceiling on amounts borrowed under the ABL Facility to now bear interest at either (a) an adjusted LIBOR rate plus a margin of 1.25% to 1.75% per annum, or (b) an alternate base rate plus a margin of 0.25% to 0.75% per annum based on average historical excess availability during the preceding quarter;

 

·                                          reducing the fee on unused commitments to 0.25%; and

 

·                                          increasing the maximum amount of dividends payable on the Company’s common stock in any fiscal quarter to $15 million.

 

Except for the changes described above, the terms and conditions of the ABL Facility remain substantially unchanged.  This description is qualified in its entirety by, Amendment No. 2, which will be included as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ending October 28, 2017.

 

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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 8.01 Other Events.

 

On October 26, 2017, the Company issued a press release announcing that it has amended its ABL Facility.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are included in this Form 8-K.

 

99.1

 

Press Release of the Company dated October 26, 2017.

 

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EXHIBIT INDEX

 

Exhibit 
Number

 

Description

 

 

 

99.1

 

Press Release of the Company dated October 26, 2017.

 

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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: October 26, 2017

 

 

 

 

 

 

TAILORED BRANDS, INC.

 

 

 

 

 

 

 

By:

/s/ Brian T. Vaclavik

 

 

Brian T. Vaclavik

 

Senior Vice President and Chief Accounting Officer

 

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Exhibit 99.1

 

News Release

 

Contact:

Investor Relations

(281) 776-7575

ir@tailoredbrands.com

 

 

Julie MacMedan, VP, Investor Relations

 

Tailored Brands, Inc.

 

For Immediate Release

 

TAILORED BRANDS EXPANDS AND EXTENDS

ASSET-BASED REVOLVING CREDIT FACILITY

 

FREMONT, CA — October 26, 2017 — Tailored Brands, Inc. (NYSE: TLRD) today announced that it has amended its asset-based revolving credit facility ( the “ABL”), expanding availability to $550 million from $500 million and extending its maturity to October 2022 from June 2019.

 

Tailored Brands Chief Financial Officer Jack Calandra said, “Our amended credit agreement provides Tailored Brands an additional $50 million of financial flexibility at a lower cost and better maturity profile.”

 

The ABL includes a $100 million expansion feature and has an improved fee structure.  The ABL matures October 2022, subject to a springing maturity provision relative to the Company’s other outstanding debt.

 

JPMorgan Chase Bank, N.A. was the lead arranger and administrative agent, with Bank of America Merrill Lynch and Wells Fargo Capital Finance as joint lead arrangers and joint book runners for the syndicated credit facility.

 

About Tailored Brands

 

Tailored Brands, Inc. is a leading authority on helping men dress for work, special occasions and everyday life.  We serve our customers through an expansive omni-channel network that includes over 1,400 locations in the U.S. and Canada as well as our branded e-commerce websites.  Our brands include Men’s Wearhouse, Jos. A. Bank, Joseph Abboud, Moores Clothing for Men and K&G.  We also operate an international corporate apparel and workwear group consisting of Dimensions, Alexandra and Yaffy in the United Kingdom and Twin Hill in the United States.

 

For additional information on Tailored Brands, please visit the Company’s websites at www.tailoredbrands.com, www.menswearhouse.com, www.josbank.com,  www.josephabboud.com, www.mooresclothing.com, www.kgstores.com, www.mwcleaners.com, www.dimensions.co.uk, www.alexandra.co.uk. and www.twinhill.com.

 

This press release contains forward-looking information, including the Company’s statements regarding its financial flexibility. 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:  actions by governmental entities; domestic and international macro-economic conditions; inflation or deflation; the loss of, or changes in, key personnel; success, or lack thereof, in executing our internal strategies and operating plans including new store and new market expansion plans; cost reduction initiatives, store rationalization plans, profit improvement plans, revenue enhancement strategies; the impact of the termination of our tuxedo rental license agreement with Macy’s; changes in demand for clothing or

 

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rental product; market trends in the retail business; customer confidence and spending patterns; changes in traffic trends in our stores; customer acceptance of our merchandise strategies; performance issues with key suppliers; disruptions in our supply chain; severe weather; foreign currency fluctuations; government export and import policies; advertising or marketing activities of competitors; and legal proceedings.

 

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.

 

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