Vince Holding Corp. Files 8-K with Multiple Material Events

TL;DR

Vince Holding Corp. dropped an 8-K detailing major changes: new deals, departures, and financial shifts.

AI Summary

Vince Holding Corp. filed an 8-K on January 22, 2025, reporting several material events. These include entering into and terminating definitive agreements, creating financial obligations, changes in control, director/officer changes, amendments to incorporation documents, and other events. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential shifts within Vince Holding Corp., which could impact its business operations, financial structure, and leadership.

Risk Assessment

Risk Level: medium — The filing covers a broad range of material events including changes in control and financial obligations, which inherently carry a medium level of risk and require further investigation.

Key Players & Entities

• VINCE HOLDING CORP. (company) — Filer
• Apparel Holding Corp. (company) — Former Company Name
• Kellwood Holding Corp. (company) — Former Company Name
• 20250122 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share VNCE The New Yo
• $18.75 million — than the greater of 25% of Loan Cap and $18.75 million and, following January 24, 2026, such t
• $15 million — than the greater of 20% of Loan Cap and $15 million. The foregoing description of the Fir
• $20 million — the ABL Credit Facility as repayment of $20 million in outstanding principal amount (includ
• $7 million — SK Financial Services LLC approximately $7 million of the remaining outstanding balance ow
• $7.5 million — re remained outstanding an aggregate of $7.5 million under the Sun Amended Credit Agreement,
• $19.8M — "P-180 Acquisition") for approximately $19.8M in cash. 1,262,923 of these purchased s

Filing Documents

• vnce-20250122.htm (8-K) — 80KB
• vnce-ex3_1.htm (EX-3.1) — 191KB
• vnce-ex3_2.htm (EX-3.2) — 197KB
• vnce-ex10_1.htm (EX-10.1) — 2148KB
• vnce-ex10_2.htm (EX-10.2) — 1423KB
• vnce-ex10_3.htm (EX-10.3) — 23KB
• vnce-ex99_1.htm (EX-99.1) — 23KB
• 0000950170-25-007775.txt ( ) — 4777KB
• vnce-20250122.xsd (EX-101.SCH) — 25KB
• vnce-20250122_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Consent and First Amendment to the ABL Credit Agreement On January 22, 2025, V Opco, LLC (the "Borrower"), a wholly owned indirect subsidiary of Vince Holding Corp. (the "Company"), entered into that certain First Amendment (the "First Amendment") to that certain Credit Agreement (the "ABL Credit Agreement," the ABL Credit Agreement as amended by the First Amendment, the "Amended ABL Credit Agreement," and the credit facility pursuant to the Amended ABL Credit Agreement, the "ABL Credit Facility"), dated as of June 23, 2023, by and among the Borrower, the guarantors named therein, Bank of America, N.A. ("BofA"), as Agent, the other lenders from time to time party thereto, and BofA Securities, Inc., as sole lead arranger and sole bookrunner. The ABL Credit Agreement is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2023 and is incorporated herein by reference. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Amended ABL Credit Agreement. The First Amendment amends the ABL Credit Agreement to, among other things, (a) consent to the P-180 Acquisition (as defined below); (b) provide that, until the first Adjustment Date following January 22, 2026, the applicable margin will be 2.50% with respect to SOFR Term Loans and SOFR Daily Floating Rate Loans and 1.50% with respect to Base Rate Loans; (c) until January 22, 2026, eliminate the ability to make certain Restricted Payments and, during the period from January 22, 2026 through July 21, 2026, require compliance with a pro forma Consolidated Fixed Charge Coverage Ratio equal to or greater than 1.0 to 1.0; and (d) until January 24, 2026, modify the thresholds applicable for the Agent's rights to conduct field exams and inventory appraisals to Excess Availability being less than the greater of 25% of Loan Cap and $18.75 million and, followi

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The information set forth under Item 1.01 "Entry into a Material Definitive Agreements" is incorporated into this Item 1.02 by reference. 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 a Material Definitive Agreements" is incorporated into this Item 2.03 by reference.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. On January 22, 2025, P-180 purchased 8,481,318 shares of common stock of the Company, which constitutes approximately 65% of the Company's outstanding common stock, from affiliates of Sun Capital in a privately negotiated stock purchase transaction (the "P-180 Acquisition") for approximately $19.8M in cash. 1,262,923 of these purchased shares were held back at the closing by the affiliates of Sun Capital and all or a portion of such shares will be transferred to P-180 in the event the remaining outstanding obligations under the Sun Amended Credit Agreement are purchased by P-180 (or any of its affiliates or designees) from SK Financial Services, or otherwise repaid in full, prior to September 22, 2025. P-180 will forfeit its right to, and such affiliates of Sun Capital will be entitled to retain, a portion of such held back shares if such purchase or repayment occurs after January 24, 2025, and P-180 will forfeit its right to all held back shares if such purchase or repayment does not occur on or prior to September 22, 2025. The affiliates of Sun Capital have agreed to various voting, transfer and other restrictions on the held back shares. P-180, Inc. funded the P-180 Acquisition with available funds from the issuance of equity and convertible notes to its investors. The information set forth under Item 1.01 "Entry into Material Definitive Agreements" is incorporated into this Item 5.01 by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b)-(d) On January 22, 2025, in connection with, and effective immediately following, the P-180 Acquisition, Matthew Garff resigned from the Company's Board of Directors (the "Board"), including all committees thereof on which he served. On January 22, 2025, the Company announced that Brendan Hoffman, co-founder and co-CEO of P-180, Inc., age 56, is expected t

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 22, 2025, the Board approved an amendment and restatement of the Company's bylaws (the "Second Amended and Restated Bylaws") to provide P-180, following the P-180 Acquisition, with the right to designate (i) a majority of the directors of the Board, (ii) the Chairman of the Board, and (iii) the chairman of each committee of the Board, in each case for so long as P-180 continues to beneficially own at least thirty percent (30%) of the Company's outstanding common stock. The foregoing description of the Company's Second Amended and Restated Bylaws is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, which is filed as Exhibit 3.1 hereto and incorporated herein by reference. A copy of the Second Amended and Restated Bylaws marked to show all changes resulting from the amendment and restatement is attached as Exhibit 3.2 to this Current Report on Form 8-K.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 22, 2025, the Company issued a press release regarding the foregoing transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 7.01. The information in this Item 7.01 and in the accompanying Exhibit 99.1 to this Current Report on Form 8-K is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section , nor shall such information be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act except as otherwise expressly stated in such filing . The information in this Item 7.01 and in the accompanying Exhibit 99.1 to this Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identifiable by use of the words "may," "believe," "expect," "intend," "plan to," "estimate," "project" or similar expressions, and include but are not limited to: our ability to successfully manage the transition of VNCE majority ownership to P180 and to execute on the Company's strategies under P180's control; our ability to execute and realize the enhanced profitability expectations of our planned transformation program; our ability to maintain the license agreement with ABG Vince, a subsidiary of Authentic Brands Group; ABG Vince's expansion of the Vince brand into other categories and territories; ABG Vince's approval rights and other actions; our ability to maintain adequate cash flow from operations or availability under our revolving credit facility to meet our liquidity needs; our ability to realize the benefits of our strategic initiatives; general economic conditions; further impairment of our goodwil

01 Other Events

Item 8.01 Other Events. In accordance with Financial Accounting Standards Board ASC Topic 350 Intangibles-Goodwill and Other ("ASC 350"), goodwill is tested for impairment at least annually and in interim period if a triggering event occurs. The P-180 Transaction constitutes a triggering event under ASC 350. As a result, management is currently in the process of conducting the required analyses relating to goodwill impairment. While no conclusions have been reached, there can be no assurance that the Company will not be required to record a non-cash charge for impairment of goodwill in its financial statements as a result of the P-180 Transaction, which could negatively impact the Company's results of operations for the period in which any such impairment charge is required.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Second Amended and Restated Bylaws of Vince Holding Corp. 3.2 Marked Second Amended and Restated Bylaws of Vince Holding Corp. 10.1 First Amendment, dated January 22, 2025, to the ABL Credit Agreement 10.2 Fifth Amendment, dated January 22, 2025, to the Sun Credit Agreement 10.3 Debt Forgiveness and Expense Reimbursement Letter, dated January 22, 2025, by and among the Company, P-180 and P-180, Inc. 99.1 Press Release of Company, dated January 22, 2025 104 Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. VINCE HOLDING CORP. Date: January 22, 2025 By: /s/ David Stefko David Stefko, Interim Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR