CTRC Centric Brands Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8‑K/A

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  October 29, 2018

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):

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

This Amendment No. 1 on Form 8‑K/A (“ Amendment No. 1 ”) amends the Current Report on Form 8‑K of Centric Brands Inc. (formerly, Differential Brands Group Inc.) (the “ Company ”) filed with the Securities and Exchange Commission on November 2, 2018 (the “ Initial Form 8‑K ”), which described, among other matters, the Company’s completed acquisition (the “ Acquisition ”) of a significant part of Global Brands Group Holding Limited’s (“ GBG ”) and its subsidiaries’ North American business, including the wholesale, retail and e-commerce operations, comprising all of their North American kids business, all of their North American accessories business and a majority of their West Coast and Canadian fashion businesses (collectively, the “ Business ”) for approximately $1.18 billion in cash.  The Company completed the Acquisition pursuant to the Purchase and Sale Agreement (the “ Purchase Agreement ”), dated as of June 27, 2018, by and among the Company, GBG and GBG USA Inc., a wholly owned subsidiary of GBG (“GBG USA”) (the “ Transaction ”).

As indicated in the Initial Form 8‑K, this Amendment No. 1 amends and supplements the Initial Form 8‑K to include the combined financial statements of the Business and the unaudited pro forma condensed combined financial information required by Item 9.01(a) and Item 9.01(b) of Form 8‑K in connection with the Acquisition.  No other amendments to the Initial Form 8‑K are being made by this Amendment No. 1.