Differential Brands Group Inc. (Form: 8-K, Received: 01/24/2017 16:07:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 18, 2017

Differential Brands Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-18926	11-2928178
(Commission File Number)	(IRS Employer Identification No.)


1231 South Gerhart Avenue, Commerce, California	90022
(Address of Principal Executive Offices)	(Zip Code)

(323) 890-1800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

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):

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

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

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

☐ 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.

Effective January 18, 2017, Differential Brands Group Inc., a Delaware corporation (the “ Company ”), and Tengram Capital Partners Fund II, L.P., an affiliate of the Company (“ Tengram ”), amended the maturity date of the 3.75% convertible promissory note (the “ Convertible Note ”), principal amount $13.0 million, originally issued on July 18, 2016 to Tengram. Pursuant to the amendment, the maturity date of the Convertible Note was extended to July 18, 2017. The Company had issued the Convertible Note to finance the acquisition of SWIMS AS, a Norwegian private limited company ( aksjeselskap ). By its original terms, the Convertible Note was scheduled to convert on the maturity date of January 18, 2017 to the extent not repaid in cash on or prior to such date, into up to 4,500,000 newly issued shares of the Company’s Class A-1 Preferred Stock at a conversion price of $3.00 per share. Following this amendment, all other terms of the Convertible Note remain the same, including the conversion of the Convertible Note upon the extended maturity date.

The description of the Convertible Note set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Convertible Note, which was filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on July 19, 2016, and the full text of the amendment to the Convertible Note, which is filed as Exhibit 4.1 herewith and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

10.1
Item 9.01	Financial Statements and Exhibits.

(d)	Exhibits.

4.1	Amendment No.1 to Convertible Promissory Note, dated as of January 18, 2017.

SIGNATURES

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 thereunto duly authorized.


	DIFFERENTIAL BRANDS GROUP INC.

Date: January 24, 2017	By:	/s/ Hamish Sandhu
		Hamish Sandhu
		Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

4.1		Amendment No.1 to Convertible Promissory Note, dated as of January 18, 2017.

EXHIBIT 4.1

AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE

This AMENDMENT NO. 1 , effective as of January 18, 2017 (this “ Amendment ”) to the Convertible Promissory Note dated July 18, 2016 in favor of Tengram Capital Partners Fund II, L.P., a Delaware limited partnership, or its registered assigns (the “ Holder ”), in the original principal amount of THIRTEEN MILLION AND 00/100 ($13,000,000.00) (the “ Original Note ”) by Differential Brands Group Inc., a Delaware corporation (the “ Company ”).

WHEREAS, the Original Note is set to mature on January 18, 2017 (the “ Maturity Date ”), unless such Original Note is converted at the Holder’s election prior to the Maturity Date into newly issued shares of the Company’s Class A‑1 Preferred Stock (“ Class A‑1 Preferred Shares ”) in accordance with Section 3 of the Original Note; and

WHEREAS, the Holder and the Company wish to extend the Maturity Date of the Original Note and any capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Original Note.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Original Note is hereby amended as follows:

Effective as of the date hereof, Section 1 of the Original Note is hereby amended by deleting the text “January 18, 2017” immediately before the text “(the “ Maturity Date ”)” and replacing it with “July 18, 2017,” such that all references to the “Maturity Date” shall mean July 18, 2017.

This Amendment may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronically transmitted copies of counterpart signature pages shall be deemed original counterpart pages for all purposes hereunder.

This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts wholly made and to be performed in the State of New York, without regard to conflicts of law principles.

On and after the date hereof, each reference in the Original Note to “this Note,” “hereunder,” “hereof” or words of like import referring to the Original Note shall mean and be a reference to the Original Note, as amended by this Amendment.

The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Holder under the Original Note, nor constitute a waiver of any provision thereof.

In the event one or more of the provisions of the Note (as amended by this Amendment), should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of the Note, and the Note shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

[ remainder of page intentionally left blank, signature appears on next page ]

IN WITNESS WHEREOF , this Amendment has been executed and delivered by the parties hereto as of the date first above written.

	Company:

	Differential Brands Group Inc.


	By:	/s/ Michael Buckley
		Name: Michael Buckley
		Title: CEO


	Holder:

	Tengram Capital Partners Fund II, L.P.


	By:	/s/ William Sweedler
		Name: William Sweedler
		Title: Co-Managing Member of Tengram Capital
		Associates II, LLC, as general partner of
		Tengram Capital Partners Fund II, L.P.