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): October 3, 2019
Centric Brands 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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350 5th Avenue, 6th Floor, New York, New York |
10118 |
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(Address of Principal Executive Offices) |
(Zip Code) |
(646) 582-6000
(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. ◻
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.10 per share |
CTRC |
The Nasdaq Stock Market LLC (Nasdaq Capital Market) |
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Item 1.01Entry into a Material Definitive Agreement.
On October 3, 2019, Centric Brands Inc. (the “Company”) entered into an amendment (the “Amendment”) to the letter agreement dated October 29, 2018 by and between the Company and the investors party thereto (the “Letter Agreement”). Pursuant to the Amendment, Company agreed to reserve 1,776,500 shares (the “MIP Shares”) of common stock of the Company, par value $0.10 per share (the “Common Stock”) under the Company’s 2016 Stock Incentive Compensation Plan, as amended (the “Plan”), which will be allocated by a Special Committee of the Board in accordance with the Stockholder Agreement, dated October 29, 2018, by and between the Company and the stockholders party thereto (the “Stockholders Agreement”). If the MIP Shares are not awarded by October 29, 2019, or any awards of the MIP Shares are forfeited, cancelled, terminated or expired at any time, the equivalent amount of shares of Common Stock shall be delivered to the investors party to the Letter Agreement.
The foregoing description of the Amendment and the Letter Agreement do not purport to be complete and is qualified in its entirety by reference to the complete text of such agreements, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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10.2 |
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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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CENTRIC BRANDS INC. |
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Date: October 8, 2019 |
By: |
/s/ Anurup Pruthi |
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Anurup Pruthi |
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Chief Financial Officer |
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Exhibit 10.2
EXECUTION VERSION
LETTER AGREEMENT AMENDMENT
Reference is made to that certain Agreement (the “Original Agreement”), dated October 29, 2018, by and between Centric Brands Inc. (f/k/a Differential Brands Group, Inc.) (the “Company”) and the investors thereto (the “Investors”). This amendment (the “Amendment”), dated October 3, 2019, by and among the Company and the Investors set forth below, amends and modifies the Original Agreement. The Original Agreement, as amended and modified by this Amendment, is referred to as the “Agreement”. Terms used but not otherwise defined herein shall have the meaning defined in the Original Agreement. The Company and the Stockholder hereby represent and agree as follows:
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1. |
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The Investors collectively represent the Majority Investors as of the date hereof. |
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2. |
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The third and fourth paragraphs of the Original Agreement are amended and restated as follows: |
“The Company agrees that out of the Company’s existing 2016 Stock Incentive Compensation Plan (the “2016 Plan”) 1,776,500 shares of Common Stock (the “Special Committee Grants”) will be allocated by a Special Committee (as defined in the Stockholders Agreement, dated as of October 29, 2018, by and among the Company, the Investors and the other stockholders party thereto) in accordance with such Stockholders Agreement.
In the event any shares of the Special Committee Grants eligible to be awarded under the 2016 Plan (a) are not allocated by the Special Committee on or before October 29, 2019, or (b) if awarded, are forfeited or cancelled or if an award from the Special Committee Grants terminates or expires without a distribution of the underlying shares of the Special Committee Grants to the applicable participant (including as a result of any net withholding for taxes and exercise price), the shares with respect to such award shall, to the extent of any such forfeiture or cancellation, termination or expiration, be removed from the aggregate amount of the Special Committee Grants and shall instead be delivered to the Investors (pro rata in accordance with their holdings of Shares as of the date of the Original Agreement) on October 29, 2020 or, if such forfeiture, cancellation, termination or expiration occurs after such date, on October 29, 2021; provided that either of such dates for delivery shall be extended automatically as to any Investor upon notice from such Investor that an extension is necessary so that no disposition by such Investor for purposes of Section 16 of the Securities Exchange Act of 1934 shall have occurred within the six (6) months immediately preceding such date for delivery.”
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3. |
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Except as set forth above, this Amendment does not change or modify the Original Agreement and all provisions of the Original Agreement apply to this Amendment as if set forth herein. |
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ACCEPTED AND AGREED: |
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CENTRIC BRANDS INC.,
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By: |
/s/ Andrew Tarshis |
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Name: |
Andrew Tarshis |
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Title: |
EVP, General Counsel |
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GSO Capital Opportunities Fund III LP |
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By: GSO Capital Opportunities Associates III LLC,
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By: |
/s/ Marisa J. Beeney |
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Name: |
Marisa J. Beeney |
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Title: |
Authorized Signatory |
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GSO CSF III Holdco LP |
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By: GSO Capital Solutions Associates III LP, its general partner |
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By: GSO Capital Solutions Associates III (Delaware) LLC, its general partner |
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By: |
/s/ Marisa J. Beeney |
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Name: |
Marisa J. Beeney |
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Title: |
Authorized Signatory |
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GSO Aiguille des Grands Montets Fund II LP |
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By: GSO Capital Partners LP, as attorney-in-fact |
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By: |
/s/ Marisa J. Beeney |
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Name: |
Marisa J. Beeney |
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Title: |
Authorized Signatory |
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GSO Credit Alpha II Trading (Cayman) LP |
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By: GSO Credit Alpha Associates II LP, its general partner |
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By: GSO Credit Alpha Associates II (Delaware) LLC, its general partner |
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By: |
/s/ Marisa J. Beeney |
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Name: |
Marisa J. Beeney |
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Title: |
Authorized Signatory |
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GSO Harrington Credit Alpha Fund (Cayman) L.P. |
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By: GSO Harrington Credit Alpha Associates L.L.C., its general partner |
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By: |
/s/ Marisa J. Beeney |
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Name: |
Marisa J. Beeney |
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Title: |
Authorized Signatory |
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BTO LEGEND HOLDINGS L.P. |
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By: BTO Holdings Manager L.L.C., its General Partner |
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By: Blackstone Tactical Opportunities Associates L.L.C., its Managing Member |
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By: BTOA L.L.C., its Sole Member |
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By: |
/s/ Christopher J. James |
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Name: |
Christopher J. James |
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Title: |
Authorized Signatory |
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BLACKSTONE FAMILY TACTICAL OPPORTUNITIES |
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INVESTMENT PARTNERSHIP III (Cayman) – NQ – ESC L.P. |
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By: BTO GP – NQ L.L.C., its General Partner |
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By: |
/s/ Christopher J. James |
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Name: |
Christopher J. James |
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Title: |
Authorized Signatory |
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