Restructuring Support Agreement Supported by
More Than 75% of Senior Lenders; Files Voluntary Chapter 11
Petitions to Implement Financial Restructuring Plan
Men’s Wearhouse, Jos. A. Bank, Moores
Clothing for Men and K&G Fashion Superstore Continuing to Serve
Customers;
Company Continuing to Execute Against
Previously Announced Plans to Reduce Headcount and Realign Store
Footprint
Restructuring Supported by $500 Million in
DIP ABL Financing from Existing Lenders; Expected to Convert to
$400 Million in Exit ABL Financing to Support Emergence from
Chapter 11
Tailored Brands, Inc. (NYSE: TLRD) and certain of its
subsidiaries (collectively “Tailored Brands” or the “Company”)
today announced that it has entered into a restructuring support
agreement (“RSA”) with more than 75% of its senior lenders. The RSA
outlines agreed-upon terms for a pre-arranged financial
restructuring plan (the “Plan”) that is expected to reduce the
Company’s funded debt by at least $630 million and provide
increased financial flexibility to enable Tailored Brands to
continue its focus on generating profitable growth and driving
value for customers and stakeholders.
To implement the terms of the RSA, the Company has filed
voluntary Chapter 11 petitions in the United States Bankruptcy
Court for the Southern District of Texas (the “Court”). Throughout
the restructuring process, the Company expects that its four retail
brands, Men’s Wearhouse, Jos A. Bank, Moores Clothing for Men and
K&G Fashion Superstore, will continue to provide customers with
the selection, convenience, service and value that help people look
and feel their best in the moments that matter, while continuing to
prioritize the safety and well-being of employees and customers.
Tailored Brands aims to move quickly through the process.
The Company has received commitments for $500 million in
debtor-in-possession (“DIP”) financing from its existing revolving
credit facility lenders. Following Court approval, this financing,
combined with cash on hand (including approximately $90 million of
restricted cash that the Consenting Term Loan Lenders (as defined
below) have agreed to unrestrict and make available to the Company
subject to certain terms and conditions), and cash flow generated
by the Company’s ongoing operations, is expected to be sufficient
to meet the Company’s operational and restructuring needs. The RSA
further contemplates that the DIP financing will convert to a $400
million revolving credit facility from existing lenders upon the
Company’s emergence from Chapter 11.
In addition to the financing relief described above, Tailored
Brands has filed customary motions with the Court intended to allow
the Company to operate in the ordinary course, including but not
limited to: paying employees as usual and continuing pre-existing
employee health and welfare benefits, honoring customer gift cards,
rental reservations and custom clothing orders, and maintaining
existing loyalty programs. These motions are typical in the Chapter
11 process and Tailored Brands anticipates that they will be heard
and approved in the first few days of the cases.
“As evidenced by the positive results we saw in January and
February, we have made significant progress in refining our
assortments, strengthening our omni-channel offering and evolving
our marketing channel and creative mix. However, the unprecedented
impact of COVID-19 requires us to further adapt and evolve,” said
Tailored Brands President and CEO Dinesh Lathi. “Reaching an
agreement with our lenders represents a critical milestone toward
our goal of becoming a stronger Company that has the financial and
operational flexibility to compete and win in the rapidly evolving
retail environment.”
The decisions announced today build on the actions the Company
announced on July 21, 2020 to reduce its corporate headcount,
rationalize its store fleet, and reduce and realign its store
organization and supply chain infrastructure and organization to
best serve its go-forward store footprint and e-commerce business.
Implementing the financial restructuring will allow Tailored Brands
to continue its store optimization process to focus on and invest
in the appropriate areas to position the business for the
future.
Additional resources for customers and other stakeholders can be
accessed by visiting the Company’s restructuring website at
TailoredStronger.com. Court filings and other documents related to
the Chapter 11 process are available at
http://cases.primeclerk.com/TailoredBrands, by calling the
Company’s claims agent at (877) 461-5690 (Toll-Free) or (347)
817-4089 (Local/International) or by sending an email to
TailoredBrandsInfo@PrimeClerk.com.
Tailored Brands is advised in this process by Kirkland &
Ellis LLP as legal advisor, PJT Partners as financial advisor and
AlixPartners as restructuring advisor.
About Tailored Brands, Inc.
Tailored Brands is a leading omni-channel specialty retailer of
menswear, including suits, formalwear and a broad selection of
business casual offerings. We help our customers look and feel
their best by delivering personalized products and services through
our convenient network of stores and e-commerce sites. Our brands
include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and
K&G.
For additional information on Tailored Brands, please visit the
Company’s websites at
www.tailoredbrands.com, www.menswearhouse.com, www.josbank.com, www.mooresclothing.com,
and www.kgstores.com.
This press release contains forward-looking information,
including the Company’s statements regarding its financial
restructuring, its ability to obtain financing to support its
ongoing operations throughout the restructuring, and positioning
the Company to meet its full potential. 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: risks related to the bankruptcy
process, including the Company’s ability to obtain approval from
the Court with respect to motions or other requests made to the
Court throughout the course of the Chapter 11 petitions (the
“Chapter 11 Cases”), including with respect to any proposed
debtor-in-possession financing; the ability of the Company to
negotiate, develop, confirm and consummate a plan of
reorganization; the effects of the Chapter 11 Cases, including
increased legal and other professional costs necessary to execute
the Company’s reorganization, on the Company’s liquidity (including
the availability of operating capital during the pendency of the
Chapter 11 Cases), results of operations or business prospects; the
length of time that the Company will operate under Chapter 11
protection; risks associated with third-party motions in the
Chapter 11 Cases; conditions to which any debtor-in-possession
financing is subject and the risk that these conditions may not be
satisfied for various reasons, including for reasons outside the
Company’s control; more stringent or costly payment terms and/or
the decision by a significant number of vendors not to sell the
Company merchandise on a timely basis or at all; the Company’s
ability to attract, motivate and retain key executives and other
personnel; the effects of the COVID-19 pandemic and uncertainties
about its depth and duration, including the health and well-being
of our employees and customers, temporary or permanent store
closures, additional periods of increases in the number of COVID-19
cases, increases in the unemployment rate, furlough or temporary
layoffs of our employees, our ability to increase our liquidity and
preserve financial flexibility, social distancing measures and
changes in consumer spending behaviors; actions or inactions by
governmental entities; domestic and international macro‑economic
conditions; inflation or deflation; the loss of, or changes in, key
personnel; success, or lack thereof, in formulating or executing
our internal strategies and operating plans; cost reduction
initiatives and revenue enhancement strategies; changes to our
capital allocation policy; changes in demand for our retail
clothing or rental products, including changes in apparel trends
and changing consumer preferences; 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 and polished
casual attire; performance issues with key suppliers; disruptions
in our supply chain; severe weather; regional or national civil
unrest or acts of civil disobedience; public health crises,
including COVID-19; 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200802005042/en/
Media Contact Stephanie Randall
TailoredBrands@fticonsulting.com
Investor Contact Laura Ann Smith (281) 776-7575
ir@tailoredbrands.com
Tailored Brands (NYSE:TLRD)
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