UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The Children’s Place, Inc.
(Name of Issuer)
Common Shares, par value $0.10 per share
(Title of Class of Securities)
168905107
(CUSIP Number)
Richard M. Brand
Kiran S. Kadekar
Cadwalader, Wickersham & Taft LLP
200 Liberty Street
New York, NY 10281
(212) 504-6000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 9, 2024
(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See Rule §240.13d-7 for other parties to whom
copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
|
|
1. |
Names of Reporting Persons
Mithaq Capital SPC |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
o |
|
|
(b) |
x |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
WC |
|
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
6. |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
7,001,387* |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
7,001,387 * |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,001,387* |
|
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
13. |
Percent of Class Represented by Amount in Row (11)
56.1%** |
|
14. |
Type of Reporting Person (See Instructions)
CO |
* The Reporting Persons (as defined below) other
than Snowball (as defined below) each beneficially owns an aggregate of 7,001,387 Common Shares, including (i) the 1,000 Common Shares
held directly by Snowball and, (ii) as described in Item 6, American-style call options which are immediately exercisable for an aggregate
of 250,000 Common Shares. These Common Shares represent approximately 56.1% of the outstanding Common Shares. Snowball beneficially owns
1,000 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.
** All percentage calculations set forth herein
are based upon the aggregate of 12,477,325 Common Shares outstanding as of November 27, 2023, as reported in the Issuer’s Form 10-Q
filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 4, 2023.
|
|
1. |
Names of Reporting Persons
Mithaq Global |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
o |
|
|
(b) |
x |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
6. |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
7,001,387* |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
7,001,387* |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,001,387* |
|
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
13. |
Percent of Class Represented by Amount in Row (11)
56.1%** |
|
14. |
Type of Reporting Person (See Instructions)
CO |
* The Reporting Persons (as defined below) other
than Snowball (as defined below) each beneficially owns an aggregate of 7,001,387 Common Shares, including (i) the 1,000 Common Shares
held directly by Snowball and, (ii) as described in Item 6, American-style call options which are immediately exercisable for an aggregate
of 250,000 Common Shares. These Common Shares represent approximately 56.1% of the outstanding Common Shares. Snowball beneficially owns
1,000 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.
** All percentage calculations set forth herein
are based upon the aggregate of 12,477,325 Common Shares outstanding as of November 27, 2023, as reported in the Issuer’s Form 10-Q
filed with the SEC on December 4, 2023.
|
|
1. |
Names of Reporting Persons
Mithaq Capital |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
o |
|
|
(b) |
x |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
6. |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
7,001,387* |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
7,001,387* |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,001,387* |
|
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
13. |
Percent of Class Represented by Amount in Row (11)
56.1%** |
|
14. |
Type of Reporting Person (See Instructions)
CO |
* The Reporting Persons (as defined below) other
than Snowball (as defined below) each beneficially owns an aggregate of 7,001,387 Common Shares, including (i) the 1,000 Common Shares
held directly by Snowball and, (ii) as described in Item 6, American-style call options which are immediately exercisable for an aggregate
of 250,000 Common Shares. These Common Shares represent approximately 56.1% of the outstanding Common Shares. Snowball beneficially owns
1,000 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.
** All percentage calculations set forth herein
are based upon the aggregate of 12,477,325 Common Shares outstanding as of November 27, 2023, as reported in the Issuer’s Form 10-Q
filed with the SEC on December 4, 2023.
|
|
1. |
Names of Reporting Persons
Turki Saleh A. AlRajhi |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
o |
|
|
(b) |
x |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
6. |
Citizenship or Place of Organization
Saudi Arabia |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
7,001,387* |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
7,001,387* |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,001,387* |
|
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
13. |
Percent of Class Represented by Amount in Row (11)
56.1%** |
|
14. |
Type of Reporting Person (See Instructions)
IN |
* The Reporting Persons (as defined below) other
than Snowball (as defined below) each beneficially owns an aggregate of 7,001,387 Common Shares, including (i) the 1,000 Common Shares
held directly by Snowball and, (ii) as described in Item 6, American-style call options which are immediately exercisable for an aggregate
of 250,000 Common Shares. These Common Shares represent approximately 56.1% of the outstanding Common Shares. Snowball beneficially owns
1,000 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.
** All percentage calculations set forth herein
are based upon the aggregate of 12,477,325 Common Shares outstanding as of November 27, 2023, as reported in the Issuer’s Form
10-Q filed with the SEC on December 4, 2023.
|
|
1. |
Names of Reporting Persons
Muhammad Asif Seemab |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
o |
|
|
(b) |
x |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
6. |
Citizenship or Place of Organization
Pakistan |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
7,001,387* |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
7,001,387* |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,001,387* |
|
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
13. |
Percent of Class Represented by Amount in Row (11)
56.1%** |
|
14. |
Type of Reporting Person (See Instructions)
IN |
* The Reporting Persons (as defined below) other
than Snowball (as defined below) each beneficially owns an aggregate of 7,001,387 Common Shares, including (i) the 1,000 Common Shares
held directly by Snowball and, (ii) as described in Item 6, American-style call options which are immediately exercisable for an aggregate
of 250,000 Common Shares. These Common Shares represent approximately 56.1% of the outstanding Common Shares. Snowball beneficially owns
1,000 Common Shares, which represent approximately 0.0% of the outstanding Common Shares.
** All percentage calculations set forth herein
are based upon the aggregate of 12,477,325 Common Shares outstanding as of November 27, 2023, as reported in the Issuer’s Form 10-Q
filed with the SEC on December 4, 2023.
|
|
1. |
Names of Reporting Persons
Snowball Compounding Ltd. |
|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a) |
o |
|
|
(b) |
x |
|
3. |
SEC Use Only |
|
4. |
Source of Funds (See Instructions)
AF |
|
5. |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
|
6. |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
0 |
8. |
Shared Voting Power
1,000 |
9. |
Sole Dispositive Power
0 |
10. |
Shared Dispositive Power
1,000 |
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,000 |
|
12. |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
|
13. |
Percent of Class Represented by Amount in Row (11)
0.0%* |
|
14. |
Type of Reporting Person (See Instructions)
IN |
* All percentage calculations set forth herein
are based upon the aggregate of 12,477,325 Common Shares outstanding as of November 27, 2023, as reported in the Issuer’s Form 10-Q
filed with the SEC on December 4, 2023.
Item 1. |
Security and Issuer. |
This joint statement on Schedule
13D (this “Schedule 13D”) is filed with respect to the common shares, par value $0.10 per share (the “Common
Shares”), of The Children’s Place, Inc., a Delaware corporation (the “Issuer”) having its principal
executive offices at 500 Plaza Drive, Secaucus, New Jersey 07094.
Item 2. |
Identity and Background. |
(a), (f) This Schedule 13D is
being filed by Mithaq Capital SPC, a segregated portfolio company organized under the laws of the Cayman Islands (“Mithaq SPC”),
Mithaq Global, a company organized under the laws of the Cayman Islands (“Mithaq Global”), Mithaq Capital, a company
organized under the laws of the Cayman Islands (“Mithaq Capital”), Turki Saleh A. AlRajhi, a citizen of Saudi Arabia,
Muhammad Asif Seemab, a citizen of Pakistan, and Snowball Compounding Ltd., an exempted company organized under the laws of the Cayman
Islands (“Snowball”) (each of the foregoing, a “Reporting Person” and, collectively, the “Reporting
Persons”).
The directors of each of Mithaq
SPC, Mithaq Capital and Snowball are Turki Saleh A. AlRajhi and Muhammad Asif Seemab. The directors of Mithaq Global are Faisal Saleh
A. AlRajhi, a citizen of Saudi Arabia, and Turki Saleh A. AlRajhi.
(b) The address of the principal
office of each of Mithaq SPC, Mithaq Global, Mithaq Capital and Snowball is c/o Synergy, Anas Ibn Malik Road, Al Malqa, Riyadh 13521 Saudi
Arabia. The business address of Faisal Saleh A. AlRajhi is RM42+H6C Service Line, North King Abdulaziz Road, Alyasmin, Riyadh 13322, Saudi
Arabia. The business address of each of Turki Saleh A. AlRajhi and Muhammad Asif Seemab is c/o Mithaq Capital SPC, Synergy, Anas Ibn Malik
Road, Al Malqa, Riyadh 13521 Saudi Arabia.
(c) The principal business of
each of Mithaq SPC, Mithaq Global and Mithaq Capital is to act as an investment vehicle for certain members of the AlRajhi family, and
select other eligible investors that are employed by Mithaq SPC or its affiliates.
The principal occupation of
Faisal Saleh A. AlRajhi is an investor and director and/or executive officer of investment firms, including Mithaq Global.
The principal occupation of
Turki Saleh A. AlRajhi is an investor and Chairman and Chief Executive Officer of Mithaq Holding Company (“MHC”),
an investment holding company organized under the laws of Saudi Arabia and an affiliate of Mithaq SPC. The principal business of MHC
is investing in real estate, private equity, public equity and income producing assets; the address of MHC is Synergy, Suite 22, 3269
Anas Ibn Malik Rd, Al Malqa, Riyadh 13521.
The principal occupation of
Muhammad Asif Seemab is Managing Director of Mithaq Capital.
The principal business of Snowball
is the making of investments in securities.
(d) During the last five years,
none of the Reporting Persons nor any person controlling any Reporting Person, nor to their knowledge, any of their respective directors
and executive officers, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the Reporting Persons
nor any person controlling any Reporting Person, nor to their knowledge, any of their respective directors and executive officers, is
or during the last five years has been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. |
Source and Amount of Funds or Other Consideration. |
All of the 7,001,387 Common
Shares reported herein were purchased by Mithaq SPC for a total purchase price of $97,806,212 including fees and expenses. The source
of funds used by Mithaq SPC to purchase the Common Shares is its working capital. Unless noted above, no part of the purchase price for
such Common Shares was borrowed by any Reporting Person for the purpose of acquiring, holding, trading or voting any securities discussed
in this Item 3.
Item 4. |
Purpose of Transaction. |
The response to Item 3 of this
Schedule 13D is incorporated herein by reference.
The Reporting Persons acquired
the Common Shares over which they exercise beneficial ownership in the belief that the Common Shares are undervalued and are an attractive
investment, and to acquire and exercise control over the Issuer. The Reporting Persons are proud to be majority owners of the Issuer,
are enthusiastic about its long-term prospects and look forward to helping it thrive and deliver top quality products to families.
On February 14, 2024, Snowball
and Mithaq SPC delivered a letter (the “February 14 Letter”) to the board of directors of the Issuer (the “Board”),
which among other things, stated that “[i]n the interests of all of the Company’s stakeholders, [Snowball and Mithaq Capital
SPC] would like to meet with [the Board] as soon as possible so that [they] can discuss an orderly transition of the governance of the
[Issuer], as well as the provision of financing to assist the [Issuer] with its liquidity needs.” Snowball and Mithaq SPC have entered
into a confidentiality agreement with the Issuer and look forward to engaging in discussions with the Issuer, including with respect of
the matters referred to above. In connection with its potential provision of financing assistance, the Reporting Persons may also from
time to time meet with current and/or potential providers of financing to the Issuer. A copy of the February 14 Letter is furnished herewith
as Exhibit 99.3. While the Reporting Persons will engage in discussions with the Issuer in respect of such financing assistance in good
faith and are prepared to make significant efforts in respect thereof, investors should not rely on any such financing being agreed and/or
consummated unless and until such financing is in fact agreed (and/or as applicable consummated). Any such financing is expected to be
subject to the satisfaction of to-be-agreed terms and conditions, some of which may be beyond the control of the Issuer and/or the Reporting
Persons. The Issuer has stated in a Current Report on Form 8-K filed with the SEC on February 15, 2024 that “As a result of Mithaq’s
share ownership position of the Company, Mithaq has triggered a Change of Control thereby causing an Event of Default under the Company’s
Amended and Restated Credit Agreement.”
On February 10, 2024, Snowball,
in accordance with the Seventh Amended and Restated Bylaws of the Issuer, adopted November 9, 2023 (the “Bylaws”),
delivered to the Issuer formal notice (the “Notice”) of its decision to propose the nomination of, and to nominate
(the “Nomination Proposal”), (i) Turki Saleh A. AlRajhi, (ii) Hussan Arshad, (iii) Ehsan Sharif Assad, (iv) Omar Bassal,
(v) Matloob Hussain, (vi) Evan Richard Newman, (vii) Muhammad Asif Seemab, (viii) Faisal Sharif, (ix) Rhys Drennan Summerton, (x) Andre
Charles Tonkin and (xi) Muhammad Umair (each, a “Nominee” and collectively, the “Nominees”) for
election to the Board at the Issuer’s first annual meeting of shareholders of the Issuer to occur after February 10, 2024 (including
any adjournments or postponements of such annual meeting or any special meeting that may be called in lieu of such annual meeting, the
“2024 Annual Meeting”). Snowball also notified the Issuer, pursuant to the Notice, of its decision to propose and
to bring before the 2024 Annual Meeting an additional stockholder proposal to repeal each provision of, or amendment to, the Bylaws adopted
by the Board without the approval of the stockholders of the Issuer subsequent to November 9, 2023, which is the date of the most recent
publicly available amendment to the Bylaws (the “Bylaw Proposal” and, together with the Nomination Proposal, the “Proposals”
and each, individually, a “Proposal”).
The Reporting Persons reserve
the right to give notice of additional nominations or business to be made or conducted at the 2024 Annual Meeting in addition to the
Proposals, and to make or conduct such additional nominations or business at the 2024 Annual Meeting, in each case to the extent permitted
by applicable law and the Bylaws and the Issuer’s other governing documents. In addition to the foregoing, the Reporting Persons
reserve the right to further nominate, substitute or add additional persons as nominees for election to the Board, including in the event
that (a) the Issuer purports to increase the number of directorships, (b) the Issuer makes or announces any changes to the Bylaws or
takes or announces any other action that purports to have, or if consummated would purport to have, the effect of disqualifying any Nominee
or any additional or substitute nominee nominated pursuant to the foregoing and/or (c) any Nominee is unable or hereafter becomes unwilling
for any reason to serve as a director. The Reporting Persons further reserve the right to withdraw any Nominee and/or any Proposal. The
Reporting Persons currently expect to solicit proxies in favor of the Proposals.
In addition to the discussions
referred to in the February 14 Letter, the Reporting Persons from time to time expect to enter into additional discussions with directors
and officers of the Issuer, other stockholders of the Issuer or third parties in connection with the Reporting Persons’ investment
in the Issuer. Any of the foregoing discussions or the discussions referred to in the February 14 Letter may include, without limitation,
discussions with one or more of members of management, members of the Board (individually or acting as a whole), other stockholders of
the Issuer, current and/or potential Issuer financing sources and other persons to discuss the governance, board composition, management,
operations, business, assets, capitalization, financial condition, strategic plans, liquidity and future of the Issuer, the provision
of debt or equity financing to and/or a restructuring of the Issuer and/or the entry into one or more strategic transactions between one
or more Reporting Persons or their affiliates (other than the Issuer) and the Issuer (which could include, without limitation, an acquisition
by the Reporting Persons and/or their affiliates (other than the Issuer) of the remainder of the Common Stock and/or another transaction
that could causing the delisting and/or deregistration of the Common Stock) as well as other matters related to the Issuer. The Reporting
Persons may also seek from time to time to explore increasing or decreasing their ownership position in the Issuer, including, without
limitation, through open market purchases or an acquisition of Common Shares from other stockholders, or as applicable, dispositions of
Common Shares on the open market or otherwise.
The Reporting Persons intend
to review their respective investments in the Issuer on a continuing basis and may from time to time and at any time in the future depending
on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position
and strategic direction, actions taken by the Board, price levels of the Common Shares, other investment opportunities available to the
Reporting Persons, concentrations in the portfolios managed by the Reporting Persons, conditions in the securities, retail children’s
clothing and other markets and general economic and industry conditions, take such actions with respect to the investment in the Issuer
as they deem appropriate, including, without limitation: (i) acquiring additional Common Shares and/or other equity, debt, notes, other
securities, or derivative or other instruments that are based upon or relate to the value of the Common Shares or otherwise relate to
the Issuer (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities
or any or all of the assets of the Issuer in the open market or otherwise; (iii) engaging in any hedging or similar transactions with
respect to the Securities; (iv) causing or facilitating changes to the corporate structure or governing documents of the Issuer; (v)
effecting changes to the capitalization or dividend policy of the Issuer; or (vi) proposing or considering, or changing their intention
with respect to, one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
Item 5. |
Interest in Securities of the Issuer. |
(a), (b) Each Reporting
Person (other than Snowball) beneficially owns an aggregate of 7,001,387 Common Shares, including 1,000 Common Shares held directly by
Snowball, and, as described in Item 6, American-style call options which are immediately exercisable for an aggregate of 250,000 Common
Shares. These Common Shares (including the Common Shares underlying the above-mentioned American-style call options) represent approximately
56.1% of the outstanding Common Shares. Snowball beneficially owns 1,000 Common Shares, which represent approximately 0.0% of the outstanding
Common Shares.
Mithaq SPC has the sole power
to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 7,001,387 Common Shares; has the sole
power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 7,001,387
Common Shares.
Mithaq Global has the sole power
to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 7,001,387 Common Shares; has the sole
power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 7,001,387
Common Shares.
Mithaq Capital has the sole
power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 7,001,387 Common Shares; has the
sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 7,001,387
Common Shares.
Turki Saleh A. AlRajhi has the
sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 7,001,387 Common Shares;
has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition
of 7,001,387 Common Shares.
Muhammad Asif Seemab has the
sole power to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 7,001,387 Common Shares;
has the sole power to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition
of 7,001,387 Common Shares.
Snowball has the sole power
to vote or direct the vote of 0 Common Shares; has the shared power to vote or direct the vote of 1,000 Common Shares; has the sole power
to dispose or direct the disposition of 0 Common Shares; and has the shared power to dispose or direct the disposition of 1,000 Common
Shares.
(c) All transactions in the
Common Shares and call options effected during the past sixty days by the Reporting Persons are set forth on Exhibit 99.2 hereto
and that information is incorporated by reference herein.
(d) The Reporting Persons have
the right to receive dividends from, and the proceeds from the sale of, the Common Shares covered by this Schedule 13D and held for their
account. Except as disclosed in this Item 5, no other person is known to the Reporting Persons to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares covered by this Schedule 13D.
(e) Not applicable.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The responses to Item 3 and
Item 4 of this Schedule 13D are incorporated herein by reference.
As of the date hereof, Mithaq
SPC holds immediately exercisable American-style call options to purchase an aggregate of 250,000 Common Shares, having a strike price
of $10 per Common Share, exercisable as of February 12, 2024, expiring January 21, 2026.
On February 16, 2024, the Reporting
Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements
on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Except as disclosed in this
Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons (or
to the knowledge of the Reporting Persons, any other person referred to in Item 2) and between the Reporting Persons (or to the knowledge
of the Reporting Persons, any other person referred to in Item 2) and any other person with respect to any securities of the Issuer.
Item 7. |
Material to be Filed as Exhibits. |
SIGNATURES
After reasonable inquiry and
to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Date: February 16, 2024 |
SNOWBALL COMPOUNDING LTD. |
|
|
|
By: |
Mithaq Capital SPC, its sole stockholder |
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Name: Turki Saleh A. AlRajhi |
|
|
Title: Director |
|
|
Date: February 16, 2024 |
MITHAQ CAPITAL SPC |
|
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Name: Turki Saleh A. AlRajhi |
|
|
Title: Director |
|
|
Date: February 16, 2024 |
MITHAQ CAPITAL |
|
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Name: Turki Saleh A. AlRajhi |
|
|
Title: Director |
|
|
|
Date: February 16, 2024 |
MITHAQ GLOBAL |
|
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Name: Turki Saleh A. AlRajhi |
|
|
Title: Director |
|
|
|
Date: February 16, 2024 |
TURKI SALEH A. ALRAJHI |
|
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Turki Saleh A. AlRajhi |
|
|
|
Date: February 16, 2024 |
MUHAMMAD ASIF SEEMAB |
|
|
|
|
By: |
/s/ Muhammad Asif Seemab |
|
|
Muhammad Asif Seemab |
Exhibit 99.1
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The
undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto
reporting each of the undersigned’s ownership of securities of The Children’s Place, Inc., and hereby affirm that such Schedule
13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the
completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe
that such information is inaccurate.
Date: February 16, 2024 |
SNOWBALL COMPOUNDING LTD. |
|
|
|
|
By: |
Mithaq Capital SPC, its sole stockholder |
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Name: Turki Saleh A. AlRajhi |
|
|
Title: Director |
|
|
|
Date: February 16, 2024 |
MITHAQ CAPITAL SPC |
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Name: Turki Saleh A. AlRajhi |
|
|
Title: Director |
|
|
|
Date: February 16, 2024 |
MITHAQ CAPITAL |
|
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Name: Turki Saleh A. AlRajhi |
|
|
Title: Director |
|
|
|
Date: February 16, 2024 |
MITHAQ GLOBAL |
|
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Name: Turki Saleh A. AlRajhi |
|
|
Title: Director |
|
|
|
Date: February 16, 2024 |
TURKI SALEH A. ALRAJHI |
|
|
|
|
By: |
/s/ Turki Saleh A. AlRajhi |
|
|
Turki Saleh A. AlRajhi |
|
|
|
Date: February 16, 2024 |
MUHAMMAD ASIF SEEMAB |
|
|
|
|
By: |
/s/ Muhammad Asif Seemab |
|
|
Muhammad Asif Seemab |
Exhibit 99.2
TRADING DATA
The
following table sets forth all transactions with respect to Common Shares effected in the last sixty days by the Reporting Persons on
behalf of the Reporting Persons in respect of the Common Shares, inclusive of any transactions effected prior to the filing hereof. Except
as otherwise indicated, all such transactions were purchases or sales of Common Shares effected in the open market, and the table includes
commissions paid in per Common Share prices.
Trade Date |
Reporting Person Effecting Transaction |
Type of Security |
Buy/Sell |
Quantity |
Price ($)(1) |
01/03/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
10,000 |
$22.21(2) |
01/04/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
20,716 |
$21.29(3) |
01/16/2024 |
Mithaq Capital SPC |
Common Shares |
Sell |
30,716 |
$21.50(4) |
01/22/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
38,248 |
$22.68(5) |
01/23/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
95,219 |
$23.50(6) |
01/23/2024 |
Mithaq Capital SPC |
Common Shares |
Sell |
5,000 |
$23.70(7) |
01/24/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
61,430 |
$24.27(8) |
01/25/2024 |
Mithaq Capital SPC |
Common Shares |
Sell |
51,751 |
$24.76(9) |
01/30/2024 |
Mithaq Capital SPC |
Common Shares |
Sell |
104,800 |
$22.23(10) |
01/30/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
39,500 |
$21.82(11) |
01/31/2024 |
Mithaq Capital SPC |
Common Shares |
Sell |
7,680 |
$21.55(12) |
01/31/2024 |
Mithaq Capital SPC |
Common Shares |
Sell |
23,151 |
$23.14(13) |
02/06/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
5,000 |
$19.87(14) |
02/07/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
199,385 |
$18.89(15) |
02/08/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
5,850 |
$19.23(16) |
02/09/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
226,508 |
$8.84(17) |
02/09/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
1,007,560 |
$9.35(18) |
02/09/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
167,906 |
$10.39(19) |
02/09/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
600,766 |
$11.70(20) |
02/09/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
497,785 |
$12.22(21) |
02/12/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
35,192 |
$12.59(22) |
02/12/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
31,033 |
$13.73(23) |
02/12/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
329,553 |
$14.42(24) |
02/12/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
273,106 |
$15.49(25) |
02/12/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
860,091 |
$16.58(26) |
02/12/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
37,500 |
$17.00(27) |
02/12/2024 |
Mithaq Capital SPC |
Call Options |
Buy |
3,213 |
$15.88(28) |
02/12/2024 |
Mithaq Capital SPC |
Call Options |
Buy |
5,000 |
$16.69(29) |
02/12/2024 |
Mithaq Capital SPC |
Call Options |
Buy |
3,000 |
$17.10(30) |
02/12/2024 |
Mithaq Capital SPC |
Call Options |
Buy |
2,500 |
$10.86(31) |
02/13/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
282,022 |
$10.79(32) |
02/13/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
547,172 |
$11.00(33) |
02/13/2024 |
Mithaq Capital SPC |
Common Shares |
Buy |
137,150 |
$12.52(34) |
(1) Prices rounded to the nearest cent.
(2) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $22.09 to $22.61, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(3) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $21.05 to $21.51, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(4) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $21.08 to $21.86, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(5) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $22.20 to $22.87, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(6) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $23.01 to $23.85, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(7) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $23.01 to $23.96, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(8) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $24.08 to $24.72, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(9) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $24.26 to $24.96, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(10) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $22.06 to $22.94, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(11) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $21.06 to $21.94, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(12) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $21.40 to $21.85, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(13) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $23.04 to $23.50, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(14) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $19.55 to $19.95, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(15) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $18.12 to $18.88, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(16) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $19.02 to $19.93, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(17) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $8.52 to $8.99, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(18) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $9.00 to $9.99, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(19) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $10.00 to $10.99, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(20) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $11.00 to $11.99, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(21) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $12.00 to $12.50, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(22) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $12.18 to $12.92, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(23) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $13.17 to $13.99, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(24) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $14.00 to $14.99, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(25) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $15.00 to $15.99, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(26) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $16.00 to $16.99, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(27) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions each at a price of $17.00. The Reporting Persons
undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote.
(28) Represents Mithaq SPC’s call options
to purchase 321,300 Common Shares at a price of $5.88 per option and a strike price of $10, which were exercised on February 12, 2024.
(29) Represents Mithaq SPC’s call options
to purchase 500,000 Common Shares at a price of $6.69 per option and a strike price of $10, which were exercised on February 12, 2024.
(30) Represents Mithaq SPC’s call options
to purchase 300,000 Common Shares at a price of $7.10 per option and a strike price of $10, which were exercised on February 12, 2024.
(31) Represents Mithaq SPC’s call options
to purchase 250,000 Common Shares at a price of $10.86 per option and a strike price of $10. The call options have not been exercised
as of the date hereof.
(32) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions at prices ranging from $10.60 to $10.99, inclusive.
The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange
Commission, upon request, full information regarding the number of Common Shares purchased at each separate price within the range set
forth in this footnote.
(33) Represents weighted average purchase price
for the reported transactions. The Common Shares were purchased in multiple transactions each at a price of $11.00. The Reporting Persons
undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request,
full information regarding the number of Common Shares purchased at each separate price within the range set forth in this footnote.
(34) Represents weighted average purchase price for the reported transactions.
The Common Shares were purchased in multiple transactions each at a price of $12.52. The Reporting Persons undertake to provide to the
Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding
the number of Common Shares purchased at each separate price within the range set forth in this footnote.
Exhibit 99.3
Snowball Compounding Ltd.
c/o Synergy, Suite 22
Anas Ibn Malik Road, AlMalqa Dist.
Riyadh 13521 Saudi Arabia
T. +966 11 222 2210
SENT VIA EMAIL
The Children’s Place, Inc.
500 Plaza Drive
Secaucus, New Jersey 07094
Attn: Board of Directors |
February 14, 2024 |
| Re: | Meeting Regarding Governance and Liquidity |
Dear Members of the Board of Directors:
We write to you
as the holders of approximately 54% of the outstanding common stock of The Children’s Place, Inc. (the “Company”),
having also submitted to you on February 10, 2024, a notice of nomination of eleven new candidates for election to the board of directors
of the Company. In the interests of all of the Company’s stakeholders, we would like to meet with you as soon as possible
so that we can discuss an orderly transition of the governance of the Company, as well as the provision of financing to assist the Company
with its liquidity needs. We look forward to your prompt reply.
Sincerely,
Mithaq Capital SPC
by: | /s/ Turki Saleh A. AlRajhi |
|
Name: Turki Saleh A. AlRajhi
Title: Director
Snowball Compounding Ltd.
By: Mithaq Capital SPC, its sole stockholder
by: | /s/ Turki Saleh A. AlRajhi |
|
Name: Turki Saleh A. AlRajhi
Title: Director
Childrens Place (NASDAQ:PLCE)
Historical Stock Chart
From Apr 2024 to May 2024
Childrens Place (NASDAQ:PLCE)
Historical Stock Chart
From May 2023 to May 2024