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Item 1.01.
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Entry into a Material Definitive Agreement.
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On March 30, 2020, the Board of Directors
of Tailored Brands, Inc. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”),
payable on April 9, 2020, for each share of common stock, par value $0.01 per share, of the Company (the “Common Shares”)
outstanding on April 9, 2020 (the “Record Date”) to the shareholders of record on that date. In connection with the
distribution of the Rights, the Company entered into a Rights Agreement (the “Rights Agreement”), dated as of March
30, 2020, between the Company and American Stock Transfer & Trust Company, LLC, as rights agent. Each Right entitles
the registered holder to purchase from the Company one one-thousandth of a share of Series A Preferred Stock, par value $0.01
per share (the “Preferred Shares”), of the Company at a price of $15.00 per one one-thousandth of a Preferred Share
represented by a Right (the “Purchase Price”), subject to adjustment.
The Rights are in all respects subject
to and governed by the provisions of the Rights Agreement. The following description of the Rights Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which is attached hereto
as Exhibit 4.1 and incorporated herein by reference.
Distribution Date; Exercisability; Expiration
Initially, the Rights will be attached
to all Common Share certificates and no separate certificates evidencing the Rights (“Right Certificates”) will be
issued. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the Common Shares. As
long as the Rights are attached to the Common Shares, the Company will issue one Right with each new Common Share so that all
such Common Shares will have Rights attached.
The Rights will separate and begin trading
separately from the Common Shares, and Right Certificates will be caused to evidence the Rights, on the earlier to occur of (i) the
Close of Business (as such term is defined in the Rights Agreement) on the tenth day following a public announcement, or the public
disclosure of facts indicating, that a Person (as such term is defined in the Rights Agreement) or group of affiliated or associated
Persons has acquired Beneficial Ownership (as defined below) of 10% or more of the outstanding Common Shares (an “Acquiring
Person”) (or, in the event the Board of Directors determines to effect an exchange in accordance with Section 24 of
the Rights Agreement and the Board of Directors determines that a later date is advisable, then such later date) or (ii) the
Close of Business on the tenth Business Day (as such term is defined in the Rights Agreement) (or such later date as may
be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the
commencement of, or the first public announcement of the intention to commence, a tender offer or exchange offer the consummation
of which would result in the Beneficial Ownership by a Person or group of 10% or more of the outstanding Common Shares (the earlier
of such dates, the “Distribution Date”). As soon as practicable after the Distribution Date, unless the Rights are
recorded in book-entry or other uncertificated form, the Company will prepare and cause the Right Certificates to be sent to each
record holder of Common Shares as of the Distribution Date.
An “Acquiring Person” will
not include (i) the Company, (ii) any Subsidiary (as such term is defined in the Rights Agreement) of the Company, (iii) any
employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity holding Common Shares for or pursuant
to the terms of any such employee benefit plan or (v) any Person who or which, together with all Affiliates and Associates
(as such terms are defined in the Rights Agreement) of such Person, at the time of the first public announcement of the Rights
Agreement, is a Beneficial Owner of 10% or more of the Common Shares then outstanding (a “Grandfathered Shareholder”).
However, if a Grandfathered Shareholder becomes, after such time, the Beneficial Owner of any additional Common Shares (regardless
of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares
then outstanding Beneficially Owned (as such term is defined in the Rights Agreement) by such Grandfathered Shareholder) then
such Grandfathered Shareholder shall be deemed to be an Acquiring Person unless, upon such acquisition of Beneficial Ownership
of additional Common Shares, such person is not the Beneficial Owner of 10% or more of the Common Shares then outstanding. In
addition, upon the first decrease of a Grandfathered Shareholder’s Beneficial Ownership below 10%, such Grandfathered Shareholder
will no longer be deemed to be a Grandfathered Shareholder. In the event that after the time of the first public announcement
of the Rights Agreement, any agreement, arrangement or understanding pursuant to which any Grandfathered Shareholder is deemed
to be the Beneficial Owner of Common Shares expires, is settled in whole or in part, terminates or no longer confers any benefit
to or imposes any obligation on the Grandfathered Shareholder, any direct or indirect replacement, extension or substitution of
such agreement, arrangement or understanding with respect to the same or different Common Shares that confers Beneficial Ownership
of Common Shares shall be considered the acquisition of Beneficial Ownership of additional Common Shares by the Grandfathered
Shareholder and render such Grandfathered Shareholder an Acquiring Person for purposes of the Rights Agreement unless, upon such
acquisition of Beneficial Ownership of additional Common Shares, such person is not the Beneficial Owner of 10% or more of the
Common Shares then outstanding.
“Acquiring Person” shall
not include any Person which, together with all Affiliates and Associates of such Person, is the Beneficial Owner of Common
Shares representing less than 20% of the Common Shares then outstanding, and which is entitled to file, and files, a
statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Common Shares Beneficially
Owned by such Person (a “13G Investor”); provided, that a Person who was deemed a 13G Investor shall no
longer be deemed such if it files a statement on Schedule 13D pursuant to Rule 13d-1(a), 13d-1(e), 13d-1(f) or 13d-1(g) of
the General Rules and Regulations under the Exchange Act with respect to the Common Shares Beneficially Owned by such Person,
and shall be deemed an Acquiring Person if it is the Beneficial Owner of 10% or more of the Common Shares then outstanding at
any point from the time it first files such a statement on Schedule 13D; provided, further, that if at such
time such Person’s Beneficial Ownership is not less than 10%, then such Person shall have 30 days from such time to
reduce its Beneficial Ownership (together with all Affiliates and Associates of such Person) to below 10% of the Common
Shares before being deemed an “Acquiring Person” but shall be deemed an “Acquiring Person” if after
reducing its Beneficial Ownership to below 10% it subsequently becomes the Beneficial Owner of 10% or more of the Common
Shares or if, prior to reducing its Beneficial Ownership to below 10%, it increases (or makes any offer or takes any other
action that would increase) its Beneficial Ownership of the then-outstanding Common Shares above the lowest Beneficial
Ownership of such Person at any time during such 30-day period.
“Beneficial Ownership” is
defined in the Rights Agreement to include any securities (i) which a Person or any of such Person’s Affiliates or
Associates beneficially owns, directly or indirectly, within the meaning of Rules 13d-3 or 13d-5 promulgated under the Exchange
Act or has the right or ability to vote, or the right to acquire, pursuant to any agreement, arrangement or understanding
(except under limited circumstances), (ii) which are directly or indirectly Beneficially Owned by any other Person with which
a Person has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of such securities,
or obtaining, changing or influencing control of the Company or (iii) which are the subject of, or the reference securities
for, or that underlie, certain derivative positions of any Person or any of such Person’s Affiliates or Associates.
The Rights are not exercisable until the
Distribution Date. The Rights will expire on the Close of Business on March 29, 2021 (the “Final Expiration Date”).
Exempt Persons and Transactions
The Board of Directors may, in its sole
and absolute discretion, determine that a Person is exempt from the Rights Agreement (an “Exempt Person”), so long
as such determination is made prior to such time as such Person becomes an Acquiring Person. Any Person will cease to be an Exempt
Person if the Board of Directors makes a contrary determination with respect to such Person regardless of the reason therefor.
In addition, the Board of Directors may, in its sole and absolute discretion, exempt any transaction from triggering the Rights
Agreement, so long as the determination in respect of such exemption is made prior to such time as any Person becomes an Acquiring
Person.
Flip-in Event
If a Person or group becomes an Acquiring
Person at any time after the date of the Rights Agreement (with certain limited exceptions), the Rights will become exercisable
for Common Shares having a value equal to two times the exercise price of the Right. From and after the announcement that any
Person has become an Acquiring Person, if the Rights evidenced by a Right Certificate are or were acquired or Beneficially Owned
by an Acquiring Person or any Associate or Affiliate of an Acquiring Person, such Rights shall become void, and any holder of
such Rights shall thereafter have no right to exercise such Rights. If the Board of Directors so elects, the Company may deliver
upon payment of the exercise price of a Right an amount of cash, securities, or other property equivalent in value to the Common
Shares issuable upon exercise of a Right.
Exchange
At any time after any Person becomes an
Acquiring Person, the Board of Directors may exchange the Rights (other than Rights owned by any Person which have become void),
in whole or in part, at an exchange ratio of two Common Shares per Right (subject to adjustment). The Company may issue, transfer
or deposit such Common Shares (or other property as permitted under the Rights Agreement) to or into a trust or other entity created
upon such terms as the Board of Directors may determine and may direct that all holders of Rights receive such Common Shares or
other property only from the trust or other entity. In the event the Board of Directors determines, before the Distribution Date,
to effect an exchange, the Board of Directors may delay the occurrence of the Distribution Date to such time as it deems advisable.
Flip-over Event
If, at any time after a Person becomes
an Acquiring Person, (i) the Company consolidates with, or merges with, any other Person (or any Person consolidates
with, or merges with, the Company) and, in connection with such consolidation or merger, all or part of the Common Shares are
or will be changed into or exchanged for stock or other securities of any other Person or cash or any other property; or (ii) 50%
or more of the Company’s consolidated assets or Earning Power (as defined in the Rights Agreement) are sold, then proper
provision will be made so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common stock of the acquiring company which at the time
of such transaction will have a market value of two times the exercise price of the Right.
Redemption
At any time prior to the time any Person
becomes an Acquiring Person, the Board of Directors may redeem the Rights in whole, but not in part, at a price of $0.001 per
Right (the “Redemption Price”). The redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the holders of Rights will be to receive the Redemption
Price.
Amendment
The terms of the Rights may be amended
by the Board of Directors without the consent of the holders of the Rights, except that from and after such time as any Person
becomes an Acquiring Person no such amendment may adversely affect the interests of the holders of the Rights (other than the
Acquiring Person and its Affiliates and Associates).
Preferred Stock Rights
Each one-thousandth of a Preferred Share
will entitle the holder thereof to the same dividends and liquidation rights as if the holder held one Common Share and will be
treated the same as a Common Share in the event of a merger, consolidation or other share exchange.
Rights of Holders
Until a Right is exercised, the holder
thereof, as such, will have no rights as a shareholder of the Company, including, without limitation, the right to vote or to
receive dividends.