Current Report Filing (8-k)
March 19 2020 - 5:27PM
Edgar (US Regulatory)
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2020-03-15
2020-03-16
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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):
March 16, 2020
Tailored Brands, Inc.
(Exact name of registrant as specified in
its charter)
Texas
(State or other jurisdiction
of incorporation)
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1-16097
(Commission File Number)
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47-4908760
(IRS Employer Identification No.)
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6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices)
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77072
(Zip Code)
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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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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TLRD
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
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. ¨
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed, in October 2017, Tailored Brands, Inc.
(the “Company”) amended its asset-based revolving credit agreement (the “ABL Facility”), the material terms
of which are described in Note 6 to the consolidated financial statements included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended February 2, 2019 filed with the Securities and Exchange Commission on March 29, 2019, and
incorporated by reference herein.
As
of February 1, 2020, $50.0 million of borrowings were outstanding under the ABL Facility and letters of credit totaling
approximately $26.6 million were also issued and outstanding. On March 16, 2020, the Company notified JPMorgan Chase Bank,
N.A., as administrative agent under the ABL Facility, to draw $260.0 million under the ABL Facility. In addition,
after assessing the Company’s remaining availability under the ABL Facility and determining that an additional
borrowing was prudent to maximize cash on hand, on March 19, 2020, the Company borrowed an additional $25.0 million under the
ABL Facility. The Company notes these borrowings under the ABL Facility are proactive measures in order to increase its cash
position and preserve financial flexibility in light of current uncertainty in the global markets resulting from
the coronavirus outbreak. The ABL Facility matures on October 25, 2022.
As of March 19, 2020, total borrowings outstanding under the
ABL Facility were $360.0 million and letters of credit totaling approximately $26.5 million were also issued and outstanding. As
of March 19, 2020, the current interest rate for borrowings under the ABL Facility is approximately 2.2%.
Item
8.01 Other Events.
On March 17, 2020, the Company issued a press release announcing
that in response to the coronavirus and to protect the health and safety of its customers, employees and the communities in which
it serves, the Company will temporarily close its retail locations in the U.S. and Canada starting Tuesday, March 17, 2020 through
Saturday, March 28, 2020.
On March 19, 2020, the Company issued a press release
announcing that in light of evolving government and citizen response to the coronavirus outbreak, it will, out of an
abundance of caution and concern for its employees, close its e-commerce fulfillment centers starting Friday, March 20, 2020
through at least Saturday, March 28, 2020, and will suspend the currently limited operations in its retail stores during this
period.
The Company will determine, based on the facts available at
the time, whether it is appropriate to reopen its stores and e-commerce fulfillment centers at that time or extend the closure
date.
This
Current Report on Form 8-K contains forward-looking information, including the Company’s statements concerning the coronavirus
and preserving financial flexibility in light of current uncertainty. 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 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; 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; 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.
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included in this Form 8-K:
Exhibit
Number
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Description
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99.1
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Press Release of the Company dated March 17, 2020.
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99.2
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Press Release of the Company dated March 19, 2020.
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).
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EXHIBIT INDEX
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: March 19, 2020
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TAILORED BRANDS, INC.
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By:
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/s/ Brian T. Vaclavik
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Senior Vice President and Chief Accounting Officer
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