Item 1.01 Entry into a Material Definitive Agreement.
First Amendment to Term Loan Facility
On September 30, 2022, Vince, LLC (“Vince”), an indirectly wholly owned subsidiary of Vince Holding Corp. (the “Company”), entered into the First Amendment to that certain Credit Agreement (the “TL First Amendment”), by and among Vince, as the borrower, the guarantors named therein, PLC Agent LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto.
The TL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor, Inc. (“Rebecca Taylor”) liquidation; (ii) removes the assets (other than intellectual property) of the Rebecca Taylor and Parker Holding, LLC (“Parker”) companies from the term loan borrowing base; (iii) permits the sale of the intellectual property of the Rebecca Taylor and Parker companies and the Rebecca Taylor liquidation; and (iv) amends the ABL (as defined in the Credit Agreement) excess availability covenant to provide the Company with up to $5,000,000 of additional potential liquidity through December 28, 2022.
In connection with the TL First Amendment, Vince agreed to pay the term lenders fees equal to (i) $600,000 and (ii) if the underlying term loan is not paid in full by January 31, 2023, an additional $850,000.
First Amendment to Revolving Credit Facility
Concurrently with the TL First Amendment, Vince entered into the First Amendment to that certain Amended and Restated Credit Agreement (the “ABL First Amendment”), by and among Vince, as the borrower, the guarantors named therein, Citizens Bank, N.A., as administrative agent and collateral agent, and the other lenders from time to time party thereto. The ABL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor liquidation; (ii) amends the definition of “Availability Reserves” to account for the difference between the aggregate amount of the ABL borrowing base attributable to the assets of the Rebecca Taylor and Parker companies and the amounts received (or anticipated to be received) as net proceeds of asset sales in connection with the Rebecca Taylor liquidation; (iii) permits the sale of the intellectual property of the Rebecca Taylor and Parker companies and the Rebecca Taylor liquidation; and (iv) amends the excess availability covenant to provide the Company with up to $5,000,000 of additional potential liquidity through December 28, 2022.
In connection with the ABL First Amendment, Vince agreed to pay the ABL lenders fees equal to (i) $375,000 and (ii) if the ABL is not paid in full by December 15, 2022, an additional $125,000.
Second Amendment to Third Lien Credit Facility
Concurrently with the TL First Amendment and the ABL First Amendment, Vince entered into the Second Amendment to that certain Credit Agreement (the “Third Lien Second Amendment”), by and among Vince, as the borrower, the guarantors named therein, SK Financial Services, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. The Third Lien Second Amendment, among other things, (i) establishes variance reporting in connection with the Rebecca Taylor liquidation; and (ii) permits the sale of the intellectual property of the Rebecca Taylor and Parker companies and the Rebecca Taylor liquidation.
The foregoing description of the TL First Amendment, the ABL First Amendment and the Third Lien Second Amendment, respectively, does not purport to be complete and is qualified in its entirety by reference to the TL First Amendment, the ABL First Amendment and the Third Lien Second Amendment, respectively, to be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022.
