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): July 18, 2017
Differential Brands Group Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-18926 |
11-2928178 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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1231 South Gerhart Avenue, Commerce, California |
90022 |
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(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))
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. ◻
Item 1.01 Entry into a Material Definitive Agreement.
On July 18, 2017, Differential Brands Group Inc., a Delaware corporation (the “ Company ”), and Tengram Capital Fund II, L.P., a Delaware limited partnership and an affiliate of the Company (“ Tengram ”), amended the maturity date of the 3.75% convertible promissory note (the “ Convertible Note ”), principal amount $13,000,000, originally issued on July 18, 2016 to Tengram. Pursuant to this amendment (the “ Second Amendment ”), the maturity date of the Convertible Note was extended until January 18, 2018. Following this Second Amendment, all other terms of the Convertible Note remain the same.
As previously announced, 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. On January 18, 2017, the Company and Tengram entered into Amendment No. 1 to Convertible Promissory Note (the “ First Amendment ”), pursuant to which the maturity date of the Convertible Note was extended until July 18, 2017.
The foregoing description of the Convertible Note, the First Amendment and the Second Amendment does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the form of 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 is incorporated by reference herein, (ii) the full text of the First Amendment, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 24, 2017 and is incorporated by reference herein, and (iii) the full text of the Second Amendment, which is filed as Exhibit 4.1 hereto.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 to this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
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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.
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DIFFERENTIAL BRANDS GROUP INC. |
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Date: July 20, 2017 |
By: |
/s/ Bob Ross |
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Bob Ross |
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Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1 |
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Amendment No. 2 to Convertible Promissory Note, dated as of July 18, 2017, by and between Differential Brands Group Inc., a Delaware corporation, and Tengram Capital Fund II, L.P., a Delaware limited partnership. |
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Exhibit 4.1
AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE
This Amendment No. 2 to Convertible Promissory Note (this “ Amendment ”), dated as of July 18, 2017, by and between Differential Brands Group Inc., a Delaware corporation (“ Company ”), and Tengram Capital Fund II, L.P., a Delaware limited partnership (“ Holder ”), amends that certain Convertible Promissory Note, dated July 18, 2016, as amended on January 18, 2017 (the “ Note ”), made by Company to Holder. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Note.
WHEREAS, pursuant to that certain Amendment No. 1 to Convertible Promissory Note, dated as of January 18, 2017, Company and Holder agreed to extend the Maturity Date of the Note from January 18, 2017 to July 18, 2017; and
WHEREAS, Company has requested to extend the Maturity Date of the Note from July 18, 2017 until January 18, 2018, and Holder has agreed to accept such extension.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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1. Amendment . Section 1 of the Note is hereby deleted in its entirety and replaced with the following: “1. Maturity . To the extent not previously converted into newly issued shares of the Company’s Class A-1 Preferred Stock (“ Class A-1 Preferred Shares ”) in accordance with Section 3 below, subject to the provisions of Section 7 below, the Company shall repay the entire unpaid principal outstanding balance together with all accrued and unpaid interest thereon on January 18, 2018 (the “ Maturity Date ”).” |
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2. Effect of Amendment . This Amendment shall not constitute an amendment or waiver of any provision of the Note not expressly amended or waived herein and shall not be construed as an amendment, waiver or consent to any action that would require an amendment, waiver or consent except as expressly stated herein. The provisions and agreements set forth herein shall not establish a custom or course of dealing or conduct between Company and Holder. The Note, as amended by this Amendment, is and shall continue to be in full force and effect and is in all respects ratified and confirmed hereby. |
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3. References to the Note . After giving effect to this Amendment, unless the context otherwise requires, each reference in the Note to “this Note”, “hereof”, “hereunder”, “herein” or words of like import referring to the Note shall refer to the Note as amended by this Amendment; provided, that references in the Note to “as of the date hereof”, “as of the date of this Note” or words of like import shall continue to refer to July 18, 2016. |
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4. Governing Law . 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 performed in the State of New York. |
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5. No Third-Party Beneficiaries . The Note, as amended by this Amendment, benefits solely the parties to the Note, as amended by this Amendment, and their respective successors and assigns and nothing in the Note, as amended by this Amendment, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Note, as amended by this Amendment. |
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6. Counterparts; Facsimile or .pdf Signature . This Amendment may be executed in two counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other party hereto. This Amendment may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes. |
Remainder of page left intentionally blank; signature pages follow.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date hereof.
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COMPANY |
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DIFFERENTIAL BRANDS GROUP INC. |
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By: |
/s/ Michael Buckley |
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Name: |
Michael Buckley |
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Its: |
CEO |
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[Signature Page to Amendment No. 2 to Convertible Promissory Note]
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HOLDER |
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TENGRAM CAPITAL FUND II, L.P. |
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By: |
/s/ Andrew R. Tarshis |
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Name: |
Andrew R. Tarshis |
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Its: |
VP |
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[Signature Page to Amendment No. 2 to Convertible Promissory Note]