Talbots Inc - Current report filing (8-K)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 31, 2007

THE TALBOTS, INC.

(Exact name of registrant as specified in its charter)


Delaware	1-12552	41-1111318

(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

One Talbots Drive, Hingham, Massachusetts		02043

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (781) 749-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
SIGNATURE
EX-10.1 - Waiver & Amendment No. 2 to the Term Loan Agreement dated December 31, 2007
EX-10.2 - Guaranty, dated December 31, 2007

INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On December 31, 2007, The Talbots, Inc. (“Talbots”) entered into a second amendment (the “Loan Amendment”) to its term loan (the “Term Loan”), dated July 24, 2006, among Talbots, certain specified lenders and Mizuho Corporate Bank, Ltd., as arranger and administrative agent (collectively, the “Lenders”). The Loan Amendment has an effective date of January 4, 2008. Under the terms of the Loan Amendment, the Lenders have permitted Talbots to transfer certain assets to The Talbots Group, Limited Partnership (“TGLP”) in connection with the restructuring of Talbots and its subsidiaries.

On December 31, 2007, TGLP executed a Guaranty for the benefit of the Lenders, thereby guaranteeing performance by TGLP of the obligations and covenants as set forth in the Term Loan Agreement.

The foregoing summary is subject in all respects to the actual terms of the agreements, copies of which are attached as Exhibit 10.1 and 10.2 to the Form 8-K.

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Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

	10.1		Waiver and Amendment No. 2 to the Term Loan Agreement, dated as of December 31, 2007 between The Talbots, Inc., the lenders from time to time party thereto and Mizuho Corporate Bank, Ltd., as arranger and administrative agent.

	10.2		Guaranty, dated December 31, 2007, made by The Talbots Group, Limited Partnership, in favor of each of the Lenders and Mizuho corporate Bank, Ltd., as arranger and administrative agent for the Lenders.

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SIGNATURE

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.