GORDMANS STORES, INC. (NASDAQ:GMAN) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

On March13, 2017 (the Petition Date), Gordmans Stores, Inc. (the
Company) and its subsidiaries (collectively with the Company, the
Debtors) filed voluntary petitions for relief (the Bankruptcy
Petitions) under chapter 11 of title 11 of the United States Code
(the Bankruptcy Code) in the United States Bankruptcy Court for
the District of Nebraska (the Bankruptcy Court, and the filings
therein, the Chapter 11 Filings). The Debtors are seeking
Bankruptcy Courtauthorization to jointly administerthe chapter 11
cases (theChapter 11 Cases)under the caption In reGordmans
Stores, Inc.,et al. Case No.17-80304. The Debtors will
continue to manage their properties and operate their businesses
as debtors in possession under the jurisdiction of the Bankruptcy
Court and in accordance with the applicable provisions of the
Bankruptcy Code and the orders of the Bankruptcy Court.

On the Petition Date, the Debtors entered into that certain
Agency Agreement (the Stalking Horse Agency Agreement) with a
joint venture comprising Tiger Capital Group, LLC and Great
AmericanGroup, LLC (collectively, the Stalking Horse Liquidator).
The Stalking Horse Agency Agreement provides for the sale in
liquidation of the inventory, fixtures and other assets of all or
substantially all of the Debtors retail stores as well as certain
other assets of the Debtors. The Stalking Horse Agency Agreement
and the transactions contemplated thereby remain subject to a
competitive process for potential higher or better bids and
ultimate Bankruptcy Court approval.

In connection with the Stalking Horse Agency Agreement, the
Debtors have proposed bidding procedures to which they will
conduct a process to solicit potential higher or better bids. The
proposed bid procedures include approval of the terms of the
Stalking Horse Agency Agreement, including bid protections
payable to the Stalking Horse Liquidator in the event the Agency
Agreement is terminated under certain circumstances, consisting
of (i)a break-up fee of $1.125 million, and (ii)an expense
reimbursement, as reasonable inducement for the Stalking Horse
Liquidator to enter into the Stalking Horse Agency Agreement.

A copy of the Stalking Horse Agency Agreement is attached hereto
as Exhibit 10.1 and incorporated herein by reference.

Reference is made to the disclosures set forth under Item1.01,
which are incorporated in this Item1.03 by reference.

The commencement of the Chapter 11 Cases constitutes an event of
default that accelerated the obligations under that certain Loan,
Guaranty and Security Agreement, dated as of June29, 2015 (as
amended, supplemented or otherwise modified from time to time
prior to the date hereof, the Credit Agreement), by and among
Gordmans, Inc., the guarantors from time to time party thereto,
the lenders party thereto and Wells Fargo Bank, National
Association, as arranger, administrative agent and term agent,
related to a $100,000,000 revolving line of credit facility and a
$30,000,000 secured term loan. As of the Petition Date,
approximately $38.0 million was outstanding under the revolving
line of credit facility (including outstanding letters of credit)
and approximately $27.9 million was outstanding under the secured
term loan.

The Credit Agreement provides that as a result of the
commencement of the Chapter 11 Cases the principal and accrued
interest due thereunder is immediately due and payable. However,
any efforts to enforce such payment obligations under the Credit
Agreement are automatically stayed as a result of the
commencement of the Chapter 11 Cases and the holders rights of
enforcement in respect of the Credit Agreement are subject to the
applicable provisions of the Bankruptcy Code.

A copy of the press release, dated March13, 2017, announcing that
the Debtors filedvoluntary petitions for relief under
theBankruptcy Code is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

The information in this Item7.01 of this Current Report onForm
8-K is being furnished and shall not be deemed filed for purposes
of Section18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), nor shall it be deemed incorporated by
reference in filings under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.

Cautionary Note Regarding the Chapter 11 Cases

The Companys security holders are cautioned that trading in
securities of the Company during the pendency of the Chapter 11
cases will be highly speculative and will pose substantial risks.
It is possible some or all of the Companys currently outstanding
securities may be cancelled and extinguished upon confirmation of
a restructuring plan by the Bankruptcy Court. In such an event,
the Companys security holders would not be entitled to receive or
retain any cash, securities or other property on account of their
cancelled securities. Trading prices for the Companys securities
may bear little or no relation to actual recovery, if any, by
holders thereof in the Companys Chapter 11 cases. Accordingly,
the Company urges extreme caution with respect to existing and
future investments in its securities.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
often include words such as believe, expect, project, anticipate,
intend, plan, estimate, seek, will, may, would, should, could,
forecasts or similar expressions. These statements about the
Companys expectations, beliefs, plans, objectives, assumptions
and future events are not statements of historical fact and
reflect only current expectations regarding these matters. The
Companysactual actions and results may differ materially from
what is expressed or implied by these statements due to a variety
of factors, including: (i)the potential adverse impact of the
Chapter 11 Filings on the Companys liquidity or results of
operations; (ii)changes in the Companys ability to meet financial
obligations during the Chapter 11 Cases or to maintain contracts
that are critical to its operations; (iii)the outcome or timing
of the Chapter 11 Cases; (iv)the effect of the Chapter 11 Filings
on the Companys relationships with customers, vendors, employees
and third parties; (v)the actions and decisions of creditors and
other third parties that have an interest in the Chapter 11
Cases, including proceedings that may be brought by third parties
in connection with the Chapter 11 Cases; (vi)the Debtors ability
to obtain the approval of the Bankruptcy Court with respect to
motions filed in the Chapter 11 Cases and the outcomes of
Bankruptcy Court rulings and the Chapter 11 Cases in general;
(vii)restrictions on the Debtors due to restrictions imposed by
the Bankruptcy Court; (viii)the increased administrative costs
related to the Chapter 11 Cases; (ix)the Companys ability to
maintain adequate liquidity to fund operations during the Chapter
11 Cases; and (x)other factors listed from time to time in the
Companys filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date on which
they are made and the Companyundertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required
by law.

(d) Exhibits

About GORDMANS STORES, INC. (NASDAQ:GMAN)

Gordmans Stores, Inc. is an everyday value price department store, operating as a hybrid of specialty, department store and off-price retailers. The Company’s merchandise assortment includes apparel and footwear for men, women and children, accessories, fragrances and home fashions. It offers products for women, baby and kids, juniors and men. Its offerings for women include Tops and T-Shirts, Jeans, Pants and Leggings, Swimsuits and Cover-Ups, Dresses, Coats, Socks and Tights, and Scrubs. It offers Coats, Jackets and Vests, Pajamas, Sweaters and Cardigans, and Pajamas for juniors. It offers Shirts, Polos, Jeans, Workout Clothes, Necklaces and Watches for men. Its offerings for baby and kids include Jeans, Coats and Jackets, Socks and Legwarmers, Activewear, Kids’ Accessories, and Bags and Backpacks. Its offerings in home include Decorative Accents, Clocks, Garden and Outdoor, Lamps and Lighting, Mirrors, Rugs and Mats, Vases and Bowls, Florals, and Curtains and Window Coverings.

GORDMANS STORES, INC. (NASDAQ:GMAN) Recent Trading Information

GORDMANS STORES, INC. (NASDAQ:GMAN) closed its last trading session down -0.0588 at 0.0562 with 1,115,649 shares trading hands.