Vince Holding Corp. Files Registration Statement for Proposed Rights Offering
July 05 2017 - 4:13PM
Business Wire
Vince Holding Corp. (NYSE:VNCE), a leading global luxury apparel
and accessories brand (“Vince” or the “Company”), today announced
that it has filed a registration statement on Form S-3, including a
preliminary prospectus, with the Securities and Exchange Commission
(the “SEC”) for a proposed rights offering to existing stockholders
(the “Rights Offering”).
Under the proposed Rights Offering, the Company would distribute
non-transferrable subscription rights to its existing stockholders
as of the record date to be determined, which would entitle the
stockholders to purchase additional shares of the Company’s common
stock on a pro rata basis. As previously announced, Sun Capital
Partners V, L.P., an affiliate of Sun Capital Partners, Inc., has
agreed to enter into an investment agreement with the Company to
backstop the Rights Offering for up to $30 million. As of the date
hereof, affiliates of Sun Capital Partners, Inc. hold approximately
58% of the Company’s outstanding common stock.
A registration statement on Form S-3 relating to the Rights
Offering has been filed with the SEC by the Company but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective. The Rights Offering, which is expected to
commence following the effectiveness of the registration statement,
will only be made by means of a prospectus. A preliminary
prospectus relating to and describing the proposed terms of the
rights offering has been filed with the SEC as a part of the
registration statement and is available on the SEC's web site at
http://www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
This document, and any statements incorporated by reference
herein, contains forward-looking statements under the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include the statements regarding, among other things,
our current expectations about the Company's future results and
financial condition, revenues, store openings and closings,
margins, expenses and earnings and are indicated by words or
phrases such as "may," "will," "should," "believe," "expect,"
"seek," "anticipate," "intend," "estimate," "plan," "target,"
"project," "forecast," "envision" and other similar phrases.
Although we believe the assumptions and expectations reflected in
these forward-looking statements are reasonable, these assumptions
and expectations may not prove to be correct and we may not achieve
the results or benefits anticipated. These forward-looking
statements are not guarantees of actual results, and our actual
results may differ materially from those suggested in the
forward-looking statements. These forward-looking statements
involve a number of risks and uncertainties, some of which are
beyond our control, including, without limitation: our ability to
maintain adequate cash flow from operations or availability under
our revolving credit facility to meet our liquidity needs
(including our obligations under the Tax Receivable Agreement with
the Pre-IPO Stockholders); our ability to continue as a going
concern; our ability to successfully complete the proposed Rights
Offering; our ability to successfully operate the newly implemented
systems, processes, and functions recently transitioned from
Kellwood Company; our ability to remediate the identified material
weaknesses in our internal control over financial reporting; our
ability to regain compliance with the continued listing standards
of the New York Stock Exchange; our ability to ensure the proper
operation of the distribution facility by a third party logistics
provider recently transitioned from Kellwood; our ability to remain
competitive in the areas of merchandise quality, price, breadth of
selection, and customer service; our ability to anticipate and/or
react to changes in customer demand and attract new customers,
including in connection with making inventory commitments; our
ability to control the level of sales in the off-price channels;
our ability to manage excess inventory in a way that will promote
the long-term health of the brand; changes in consumer confidence
and spending; our ability to maintain projected profit margins;
unusual, unpredictable and/or severe weather conditions; the
execution and management of our retail store growth plans,
including the availability and cost of acceptable real estate
locations for new store openings; the execution and management of
our international expansion, including our ability to promote our
brand and merchandise outside the U.S. and find suitable partners
in certain geographies; our ability to expand our product offerings
into new product categories, including the ability to find suitable
licensing partners; our ability to successfully implement our
marketing initiatives; our ability to protect our trademarks in the
U.S. and internationally; our ability to maintain the security of
electronic and other confidential information; serious disruptions
and catastrophic events; changes in global economies and credit and
financial markets; competition; our ability to attract and retain
key personnel; commodity, raw material and other cost increases;
compliance with domestic and international laws, regulations and
orders; changes in laws and regulations; outcomes of litigation and
proceedings and the availability of insurance, indemnification and
other third-party coverage of any losses suffered in connection
therewith; tax matters; and other factors as set forth from time to
time in our Securities and Exchange Commission filings, including
under the heading "Item 1A—Risk Factors" in our Annual Report on
Form 10-K and our Quarterly Reports on Form 10Q. We intend these
forward-looking statements to speak only as of the time of this
release and do not undertake to update or revise them as more
information becomes available, except as required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20170705005879/en/
Investor Relations:ICR, Inc.Jean Fontana,
646-277-1200Jean.fontana@icrinc.com
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