GORDMANS STORES, INC. (NASDAQ:GMAN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry Into a Material Definitive Agreement |
As previously reported on the current report on Form 8-K filed by
Gordmans Stores, Inc. (the Company) on March13, 2017, the Company
and its subsidiaries (collectively, the Debtors) filed voluntary
petitions for relief under Chapter 11 of Title 11 of the United
States Code (the Chapter 11 Filings) in the United States
Bankruptcy Court for the District of Nebraska (the Bankruptcy
Court) on March13, 2017 (the Petition Date). The Chapter 11 cases
are being jointly administered by the Bankruptcy Courtunder the
captionIn reGordmans Stores, Inc.,et al. Case
No.17-80304 (theChapter 11 Cases).
On March31, 2017, the Debtors entered into (i)an Asset Purchase
Agreement (the Purchase Agreement) with Specialty Retailers, Inc.
(Purchaser), a subsidiary of Stage Stores, Inc., and (ii)an
Agency Agreement with Purchaser and a joint venture comprising
Tiger Capital Group, LLC (Tiger) and Great AmericanGroup WF, LLC
(Great American and together with Tiger, the Liquidator). On
April6, 2017, the Bankruptcy Court entered an order approving the
Purchase Agreement and Agency Agreement, and the transaction
contemplated thereby.
to the Purchase Agreement, Purchaser will acquire (i)at least 50
of the Debtors store leases with rights to assume an additional
seven store leases and a distribution center, and certain other
contracts associated therewith, (ii)all of the Debtors inventory,
furniture, fixtures, equipment and other assets at each such
store locations and (iii)the Debtors trademarks and other
intellectual property from the Debtors. Purchaser will also
assume certain liabilities associated with the acquired assets.
The closing of the transactions contemplated by the Purchase
Agreement is subject to customary conditions, including the
accuracy of representations and warranties made by the parties in
the Purchase Agreement. The Purchase Agreement may also be
terminated by either the Debtors or Purchaser upon the occurrence
of specified events, including if the Agency Agreement is
terminated for any reason.
The Agency Agreement provides for the sale in liquidation of the
inventory, fixtures and other assets of all of the Debtors retail
stores that are not acquired by Purchaser to the Purchase
Agreement, as well as certain other assets of the Debtors that
are not otherwise acquired by Purchaser. The Agency Agreement may
be terminated by either the Debtors or Purchaser and Liquidator
upon the occurrence of specified events, including if the
Purchase Agreement is terminated for any reason.
The aggregate consideration payable to the Debtors under the
Purchase Agreement and Agency Agreement is $74.2 million, subject
to adjustment as set forth in the Agency Agreement, plus a
portion of the proceeds from sales of fixtures, furniture and
equipment and sales of the Debtors e-commerce inventory.
The transactions contemplated by the Purchase Agreement and
Agency Agreement supersede the transactions contemplated by the
Stalking Horse Agency Agreement, dated March13, 2017, between the
Debtors and the Liquidator, as previously disclosed on the
Companys Current Report on Form 8-K filed March13, 2017.
The foregoing description of the Purchase Agreement and Agency
Agreement is qualified in its entirety by reference to the
Purchase Agreement and the Agency Agreement, which are attached
hereto as Exhibits 2.1 and 2.2, respectively, and are
incorporated herein by reference.
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,
including approval of the Purchase Agreement and the Agency
Agreement; (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.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit Number |
Description |
|
| 2.1 |
Asset Purchase Agreement, dated March31, 2017, by and among Gordmans Stores, Inc., its subsidiaries, and Specialty Retailers, Inc. |
|
| 2.2 |
Agency Agreement, dated March31, 2017, by and between Gordmans Stores, Inc., its subsidiaries, Specialty Retailers, Inc., Tiger Capital Group, LLC and Great American Group WF, LLC |
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 up +0.0063 at 0.0378 with 1,315,610 shares trading hands.