hhgregg, Inc. (NYSE:HGG) Files An 8-K Costs Associated with Exit or Disposal Activities
Item 2.05.
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Costs Associated with Exit or Disposal Activities.
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On April 7, 2017, the United States Bankruptcy Court for the
Southern District of Indiana (the Bankruptcy Court) approved, at
the Companys request, a plan for the Company to close 132 retail
stores and the Companys distribution centers. As previously
reported on a Current Report on Form 8-K filed with the
Securities and Exchange Commission (the SEC) on March 30, 2017,
hhgregg, Inc. (the Company), Gregg Appliances, Inc. and HHG
Distributing, LLC (collectively, the Debtors) entered into a
Consulting Agreement with a contractual joint venture between
Tiger Capital Group, LLC and Great American Group, LLC to conduct
the sale of the merchandise and furniture, fixtures and equipment
located at the Companys 132 retail stores and the Companys
distribution centers. The approval of each of this plan resulted
from the Companys decisions to take the necessary steps to
liquidate the assets of the Company and its subsidiaries as a
part of the Chapter 11 proceedings.
Southern District of Indiana (the Bankruptcy Court) approved, at
the Companys request, a plan for the Company to close 132 retail
stores and the Companys distribution centers. As previously
reported on a Current Report on Form 8-K filed with the
Securities and Exchange Commission (the SEC) on March 30, 2017,
hhgregg, Inc. (the Company), Gregg Appliances, Inc. and HHG
Distributing, LLC (collectively, the Debtors) entered into a
Consulting Agreement with a contractual joint venture between
Tiger Capital Group, LLC and Great American Group, LLC to conduct
the sale of the merchandise and furniture, fixtures and equipment
located at the Companys 132 retail stores and the Companys
distribution centers. The approval of each of this plan resulted
from the Companys decisions to take the necessary steps to
liquidate the assets of the Company and its subsidiaries as a
part of the Chapter 11 proceedings.
The Company is currently unable in good faith to make a
determination of an estimate of the amount or range of amounts
expected to be incurred in connection with the plan to close the
retail stores and distribution centers, both with respect to each
major type of cost associated with the plan and with respect to
the total cost of each plan, or estimate of the amount or range
of amounts that will result in future cash expenditures.
determination of an estimate of the amount or range of amounts
expected to be incurred in connection with the plan to close the
retail stores and distribution centers, both with respect to each
major type of cost associated with the plan and with respect to
the total cost of each plan, or estimate of the amount or range
of amounts that will result in future cash expenditures.
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Item 2.06
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Material Impairments.
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As disclosed in Item 2.05 above, the Bankruptcy Court approved,
at the Companys request, a plan for the Company to close all of
its remaining retail stores and distribution centers. The plan
will result in a material charge for impairment to certain of the
Companys long-lived assets with respect to those stores,
including leasehold improvements and furniture, fixtures and
equipment.
at the Companys request, a plan for the Company to close all of
its remaining retail stores and distribution centers. The plan
will result in a material charge for impairment to certain of the
Companys long-lived assets with respect to those stores,
including leasehold improvements and furniture, fixtures and
equipment.
The Company is currently unable in good faith to make a
determination of an estimate of the amount or range of amounts of
costs of the impairment charge or an estimate of the amount or
range of amounts of the impairment charge that will result in
future cash expenditures.
determination of an estimate of the amount or range of amounts of
costs of the impairment charge or an estimate of the amount or
range of amounts of the impairment charge that will result in
future cash expenditures.
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Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) As set forth in Item 5.03 below, the Board of Directors of
the Company (the Board) determined to reduce its size to three
members as the Company takes the necessary steps to liquidate the
assets of the Company and its subsidiaries as part of the
Companys reorganization proceedings under Chapter 11 of the
United States Bankruptcy Code. As a result, on April 10, 2017,
each Michael Andretti, Gregory M. Bettinelli, William P.
Carmichael, Lawrence P. Castellani, Kenneth J. Kocher, John M.
Roth, Peter M. Starrett and Kathleen C. Tierney resigned as a
director of the Company effective as of that date. There was no
disagreement between any of the individuals and the Company on
any matter relating to the Companys operations, policies or
practices.
the Company (the Board) determined to reduce its size to three
members as the Company takes the necessary steps to liquidate the
assets of the Company and its subsidiaries as part of the
Companys reorganization proceedings under Chapter 11 of the
United States Bankruptcy Code. As a result, on April 10, 2017,
each Michael Andretti, Gregory M. Bettinelli, William P.
Carmichael, Lawrence P. Castellani, Kenneth J. Kocher, John M.
Roth, Peter M. Starrett and Kathleen C. Tierney resigned as a
director of the Company effective as of that date. There was no
disagreement between any of the individuals and the Company on
any matter relating to the Companys operations, policies or
practices.
The Board appointed Robert J. Riesbeck, the Chief Executive
Officer and President of the Company, to serve as a director on
the Board until his resignation or removal. Benjamin D. Geiger
and Catherine A. Langham will remain on the Board of Directors of
the Company.
Officer and President of the Company, to serve as a director on
the Board until his resignation or removal. Benjamin D. Geiger
and Catherine A. Langham will remain on the Board of Directors of
the Company.
Mr. Geiger and Ms. Langham will serve on the Audit Committee,
Nominating and Corporate Governance Committee and Compensation
Committee.
Nominating and Corporate Governance Committee and Compensation
Committee.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year |
(a) On April 10, 2017, the Company adopted an amendment to its
bylaws (the Bylaws). The amendment revised Section 3.1(b) to
decrease the size of the Companys Board of Directors to a range
of one to three directors.
bylaws (the Bylaws). The amendment revised Section 3.1(b) to
decrease the size of the Companys Board of Directors to a range
of one to three directors.
The full text of the amendment to the Bylaws is attached as
Exhibit 3.1 to this report.
Exhibit 3.1 to this report.
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Item 8.01
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Other Events.
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On April 7, 2017, the Company issued a press release announcing
that the Bankruptcy Court approved the Companys liquidation all
of its assets as part of its Chapter 11 proceedings. The Company
does not anticipate that any liquidation payments will be made to
its equity holders.
that the Bankruptcy Court approved the Companys liquidation all
of its assets as part of its Chapter 11 proceedings. The Company
does not anticipate that any liquidation payments will be made to
its equity holders.
The press release is being filed as Exhibit 99.1 to this report
and is incorporated by reference into this Item 8.01.
and is incorporated by reference into this Item 8.01.
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Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits. The Company filed Current Reports on Form 8-K on
March 7, 2017 and March 31, 2017 with respect to, among other
disclosures, certain material contracts into which the Company
has entered. As permitted by the rules and regulations of the
SEC, the Company did not include any of such contracts as an
exhibit to the respective Form 8-K filing. Accordingly, the
contracts are being filed with the SEC as exhibits, as set forth
below.
March 7, 2017 and March 31, 2017 with respect to, among other
disclosures, certain material contracts into which the Company
has entered. As permitted by the rules and regulations of the
SEC, the Company did not include any of such contracts as an
exhibit to the respective Form 8-K filing. Accordingly, the
contracts are being filed with the SEC as exhibits, as set forth
below.
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Exhibit No.
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Description
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3.1
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First Amendment to hhgregg, Inc. Bylaws, as amended
April 10, 2017. |
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10.1
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Consulting Agreement, dated as of March 29, 2017, among
Gregg Appliances, Inc., hhgregg, Inc. and a contractual joint venture between Tiger Capital Group, LLC and Great American Group, LLC. |
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10.2
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Debtor-in-Possession Credit Agreement, dated as of
March 6, 2017, among hhgregg, Inc. (the Company), Gregg Appliances, Inc., HHG Distributing, LLC (collectively, the Debtors), Wells Fargo Bank, National Association, as administrative and collateral agent, GACP Finance Co., LLC, as FILO agent. |
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99.1
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Press release of hhgregg, Inc. dated April 7, 2017.
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About hhgregg, Inc. (NYSE:HGG)
hhgregg, Inc. (hhgregg) is an appliance, electronics and furniture retailer. The Company operates as a multi-regional retailer with approximately 230 brick-and-mortar stores in 20 states that also offer global and local brands across the nation through hhgregg.com. It also sells a suite of services, including third-party premium service plans (PSPs), third-party in-home service and repair of its products, delivery and installation, and in-home repair and maintenance. The Company sells a range of appliances, audio products, computers, consumer electronics, mattresses and tablets. The Company sells appliances, including washers and dryers, refrigerators, cooking ranges, dishwashers, freezers and air conditioners; consumer electronics, including televisions, Blu-Ray and digital versatile disc (DVD) players, audio and small electronics; computers and tablets, including computers, computer accessories and tablets, and home products, including bedding and home furniture. hhgregg, Inc. (NYSE:HGG) Recent Trading Information
hhgregg, Inc. (NYSE:HGG) closed its last trading session down -0.0080 at 0.0210 with 1,450,108 shares trading hands.
