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): June 30, 2016
Tailored Brands, Inc.
(Exact name of registrant as specified in its charter)
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Texas
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1-16097
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47-4908760
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6380 Rogerdale Road
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77072
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281-776-7000
(Registrant’s telephone number,
including area code)
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))
Item 1.01. Entry into a Material Definitive Agreement
On June 30, 2016, Tailored Brands Purchasing LLC, a Texas limited liability company (“Tailored Purchasing”) and Tailored Brands Gift Card Co LLC, a Texas limited liability company (“Tailored Gift Card”), each an indirect wholly owned subsidiary of Tailored Brands, Inc., entered into a Third Supplemental Indenture (the “Supplemental Indenture”) to that certain Indenture, dated as of June 18, 2014, by and among The Men’s Wearhouse, Inc. (“Men’s Wearhouse”), The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and the guarantors party thereto (as supplemented from time to time, the “Indenture”), relating to Men’s Wearhouse’s $600 million aggregate principal amount of 7% Senior Notes due 2022 (the “Notes”). The Supplemental Indenture was entered into by and among Men’s Wearhouse, Tailored Purchasing, Tailored Gift Card and the Trustee. Pursuant to the Supplemental Indenture, Tailored Purchasing and Tailored Gift Card has each provided an unconditional, unsecured guarantee of the Notes.
The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits . The following exhibits are included in this Form 8-K:
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Exhibit |
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Number |
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Description |
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4.1 |
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Third Supplemental Indenture relating to the Notes, dated as of June 30, 2016, among The Men’s Wearhouse, Inc., Tailored Brands Purchasing LLC, and Tailored Brands Gift Card Co LLC and The Bank of New York Mellon Trust Company, N.A, as trustee. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 1, 2016
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TAILORED BRANDS, INC. |
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By: |
/s/ Brian T. Vaclavik |
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Brian T. Vaclavik |
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Senior Vice President and Chief Accounting Officer |
Exhibit 4.1
Execution Version
THIRD SUPPLEMENTAL INDENTURE
dated as of June 30, 2016,
among
THE MEN’S WEARHOUSE, INC.,
The Guarantors Party Hereto
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
7.00% Senior Notes due 2022
THIS THIRD SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), entered into as of June 30, 2016, among THE MEN’S WEARHOUSE, INC., a Texas corporation (the “ Issuer ”), TAILORED BRANDS PURCHASING LLC, a Texas limited liability company (“ Tailored Purchasing ”), and TAILORED BRANDS GIFT CARD CO LLC, a Texas limited liability company (“ Tailored Gift Card ” and along with Tailored Purchasing, each an “ Undersigned ”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “ Trustee ”).
RECITALS
WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of June 18, 2014, as supplemented by that certain First Supplemental Indenture, dated as of June 18, 2014, by and among the Issuer, the Guarantors party thereto and the Trustee and that certain Second Supplemental Indenture, dated as of January 29, 2016, by and among the Issuer, the Guarantors party thereto and the Trustee (as supplemented or modified from time to time, the “ Indenture ”), relating to the Issuer’s 7.00% Senior Notes due 2022 (the “ Notes ”);
WHEREAS, the Issuer agreed pursuant to the Indenture to cause any Domestic Restricted Subsidiary that guarantees or becomes an obligor under the Issuer’s Term Loan Agreement following the Issue Date to provide Note Guarantees; and
WHEREAS, Tailored Purchasing and Tailored Gift Card will each become a guarantor under the Issuer’s Term Loan Agreement and as a result thereof Tailored Purchasing and Tailored Gift Card shall each become a Guarantor.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.
Section 6. The recitals and statements herein are deemed to be those of the Issuer and the Undersigned and not the Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantors party to this Supplemental Indenture.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
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THE MEN’S WEARHOUSE, INC., as Issuer |
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By: |
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/s/ Jon W. Kimmins |
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Name: |
Jon W. Kimmins |
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Title: |
EVP, CFO, Treasurer and Principal Financial Officer |
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TAILORED BRANDS PURCHASING LLC, as a Guarantor |
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By: |
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/s/ Jon W. Kimmins |
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Name: |
Jon W. Kimmins |
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Title: |
EVP, Treasurer and CFO |
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TAILORED BRANDS GIFT CARD CO LLC, as a Guarantor |
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By: |
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/s/ Jon W. Kimmins |
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Name: |
Jon W. Kimmins |
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Title: |
EVP, Treasurer and CFO |
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
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By: |
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/s/ Valere Boyd |
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Name: |
Valere Boyd |
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Title: |
Vice President |
[Third Supplemental Indenture]