Vince Holding Corp. Announces Subscription Price for Previously Announced Rights Offering
August 10 2017 - 5:31PM
Business Wire
Vince Holding Corp. (NYSE:VNCE), a leading global luxury apparel
and accessories brand (“Vince” or the “Company”), today announced
the subscription price for its previously announced
non-transferable rights offering (the “Rights Offering”).
Under the terms of the Rights Offering, Vince will distribute at
no charge to the holders of its common stock on August 14, 2017
(the “Record Date”), non-transferable rights to purchase up to an
aggregate of 66,670,610 new shares of its common stock. Vince will
distribute to each such holder, one non-transferable right for
every share of its common stock owned as of the Record Date (1 for
1). Each right will entitle the holder to purchase approximately
1.3475 shares of common stock at the subscription price of $0.45
per whole share of common stock. Rights holders who fully exercise
their rights will be entitled to subscribe, subject to certain
limitations and subject to allotment, for additional shares that
remain unsubscribed as a result of any unexercised rights in an
amount equal to up to an aggregate of 9.99% of the outstanding
shares of common stock after giving effect to the consummation of
the transactions contemplated by the Rights Offering and backstop
commitment. Consummation of the rights offering is subject to
customary closing conditions.
The Company anticipates the following important dates for the
Rights Offering. These dates are subject to change, and potential
subscribers should review the prospectus related to the Rights
Offering (the “Prospectus”) to determine the actual dates related
to the Rights Offering.
Important
Dates
Record Date Close of business on August
14, 2017 Subscription Period From August 15, 2017 to 5:00 p.m. New
York City time on August 30, 2017(1) Withdrawal Deadline August 30,
2017(1) Expiration Date August 30, 2017(1)
__________
(1) Unless the offering is extended by
Vince.
A registration statement relating to the securities has been
filed with the Securities and Exchange Commission (the “SEC”) on
July 5, 2017, as amended on July 27, 2017 and August 10, 2017, but
has not yet become effective. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration
statement becomes effective. Copies of the Prospectus may be
obtained, when available, from Broadridge Corporate Issuer
Solutions, Inc., toll-free: +1 (855) 793-5068 or by email:
Shareholder@Broadridge.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking Statements: This document, and any statements
incorporated by reference herein, contains forward-looking
statements under the Private Securities Litigation Reform Act of
1995. Forward-looking statements include the statements regarding,
among other things, our current expectations about the Company's
future results and financial condition, revenues, store openings
and closings, margins, expenses and earnings and are indicated by
words or phrases such as "may," "will," "should," "believe,"
"expect," "seek," "anticipate," "intend," "estimate," "plan,"
"target," "project," "forecast," "envision" and other similar
phrases. Although we believe the assumptions and expectations
reflected in these forward-looking statements are reasonable, these
assumptions and expectations may not prove to be correct and we may
not achieve the results or benefits anticipated. These
forward-looking statements are not guarantees of actual results,
and our actual results may differ materially from those suggested
in the forward-looking statements. These forward-looking statements
involve a number of risks and uncertainties, some of which are
beyond our control, including, without limitation: our ability to
continue having the liquidity necessary to service our debt, meet
contractual payment obligations (including under the tax receivable
agreement) and fund our operations; our ability to comply with the
covenants under our term loan facility; our ability to continue as
a going concern; our ability to successfully complete the proposed
Rights Offering; our ability to successfully operate the newly
implemented systems, processes, and functions recently transitioned
from Kellwood Company; our ability to remediate the identified
material weaknesses in our internal control over financial
reporting; our ability to regain compliance with the continued
listing standards of the New York Stock Exchange; our ability
to ensure the proper operation of the distribution facility by a
third party logistics provider recently transitioned
from Kellwood; our ability to remain competitive in the areas
of merchandise quality, price, breadth of selection, and customer
service; our ability to anticipate and/or react to changes in
customer demand and attract new customers, including in connection
with making inventory commitments; our ability to control the level
of sales in the off-price channels; our ability to manage excess
inventory in a way that will promote the long-term health of the
brand; changes in consumer confidence and spending; our ability to
maintain projected profit margins; unusual, unpredictable and/or
severe weather conditions; the execution and management of our
retail store growth plans, including the availability and cost of
acceptable real estate locations for new store openings; the
execution and management of our international expansion, including
our ability to promote our brand and merchandise outside the U.S.
and find suitable partners in certain geographies; our ability to
expand our product offerings into new product categories, including
the ability to find suitable licensing partners; our ability to
successfully implement our marketing initiatives; our ability to
protect our trademarks in the U.S. and internationally; our ability
to maintain the security of electronic and other confidential
information; serious disruptions and catastrophic events; changes
in global economies and credit and financial markets; competition;
our ability to attract and retain key personnel; commodity, raw
material and other cost increases; compliance with domestic and
international laws, regulations and orders; changes in laws and
regulations; outcomes of litigation and proceedings and the
availability of insurance, indemnification and other third-party
coverage of any losses suffered in connection therewith; tax
matters; and other factors as set forth from time to time in our
Securities and Exchange Commission filings, including under the
heading “Risk Factors” in our registration statement on Form S-1/A
filed with the Securities and Exchange Commission on August 10,
2017, and under the heading "Item 1A—Risk Factors" in our Annual
Report on Form 10-K and our Quarterly Reports on Form 10-Q. We
intend these forward-looking statements to speak only as of the
time of this release and do not undertake to update or revise them
as more information becomes available, except as required by
law.
This press release is also available on the Vince Holding Corp.
website (http://investors.vince.com/).
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version on businesswire.com: http://www.businesswire.com/news/home/20170810006204/en/
Investor Relations:ICR, Inc.Jean Fontana,
646-277-1200Jean.fontana@icrinc.com
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