Differential Brands Group Inc. (NASDAQ:DFBG) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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Differential Brands Group Inc. (NASDAQ:DFBG) Files An 8-K Entry into a Material Definitive Agreement
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. 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”), 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.

10.1

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

4.1

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.


Differential Brands Group Inc. Exhibit
EX-4.1 2 ex-4d1.htm EX-4.1 dfbg_Current_Folio_8K_Ex_4_1     Exhibit 4.1 AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 2 to Convertible Promissory Note (this “Amendment”),…
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About Differential Brands Group Inc. (NASDAQ:DFBG)

Differential Brands Group Inc., formerly Joe’s Jeans Inc., is engaged in the design, development and marketing of apparel products, which include denim jeans, related casual wear and accessories. The Company offers its products under various brands, such as Hudson, Robert Graham and SWIMS. Its segments are Wholesale and Retail. Its Wholesale segment consists of sales of Hudson products to retailers, specialty stores and international distributors. Its Retail segment consists of sales of its products to consumers through its retail Internet sites for Hudson products. The Hudson product line includes women’s, men’s and children’s denim jeans, pants and other bottoms. The Robert Graham product line includes men’s sport shirts, pants, sweaters, knits, t-shirts, sportcoats, outerwear and swimwear. Through SWIMS brand, it distributes a range of footwear, swimwear, outerwear, ready-to-wear and accessories across the world through department stores, independent specialty and luxury resorts.