Item 1.01. Entry into a Material Definitive Agreement.
Intellectual Property Asset Purchase Agreement
On
The consummation of the Asset Sale is subject to the satisfaction or waiver of a number of conditions on or prior to the Closing, including: the approval of the Asset Sale by the Company's stockholders; the Company's performance and satisfaction of obligations under the Asset Purchase Agreement, including delivery of required documents; that the representations or warranties made in connection with the Asset Purchase Agreement remain true and correct to the extent specified therein; that no material adverse effect has occurred; and that there is no order preventing the transactions contemplated by the Asset Purchase Agreement.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K.
Second Amendment to ABL Credit Agreement
On
The Second Amendment to ABL Credit Agreement amends the ABL Credit Agreement to,
among other things, (a) permit the sale of the intellectual property of the
Vince Business contemplated in the Asset Sale, (b) replace LIBOR as an interest
rate benchmark in favor of Daily Simple SOFR, subject to a credit spread
adjustment of 0.10% per annum, (c) increase the applicable margin in respect of
loans under the ABL Credit Agreement to 2.75% for SOFR loans and 1.75% for base
rate loans, (d) reduce the lenders' commitments to extend credit to (i)
--------------------------------------------------------------------------------
The effectiveness of the amendments set forth above is subject to the satisfaction or waiver of certain conditions, including, without limitation, the contemporaneous consummation of the Asset Sale, prepayment of the Term Loan in full and other transactions contemplated by the Asset Purchase Agreement.
The foregoing description of the Second Amendment to ABL Credit Agreement does
not purport to be complete and is qualified in its entirety by reference to the
Second Amendment to ABL Credit Agreement, to be filed with the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
Third Amendment to Third Lien Credit Agreement
On
Item 2.02 Results of Operations and Financial Condition.
On
The information in this Item 2.02, including Exhibit 99.1 hereto, which the
registrant furnished in 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
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 "Entry into Material Definitive Agreements" is incorporated into this Item 2.03 by reference.
--------------------------------------------------------------------------------
Item 7.01. Regulation FD Disclosure.
On
The Company intends to use the Investor Presentation, attached hereto as Exhibit 99.3, in whole or in part, in one or more meetings with existing and/or potential investors.
The information in this Item 7.01, including Exhibits 99.2 and 99.3 hereto,
which the registrant furnished in 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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 10.1 Intellectual Property Purchase Agreement, dated as ofApril 21, 2023 , by and amongABG-Viking, LLC as Buyer,Vince, LLC as Seller, solely for purposes of Sections 6.10, 6.13, 6.14, 9.13 and 9.15 thereof, the Company as Seller Guarantor and solely for purposes of Sections 5.5 and 9.16 thereof,ABG Intermediate Holdings 2 LLC as Buyer Guarantor. 99.1 Press Release of the Company, datedApril 24 . 2023. 99.2 Press Release of the Company, datedApril 24, 2023 . 99.3 Investor Presentation of the Company, datedApril 24, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source