Vince Holding Corp. (NYSE:VNCE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On April 14, 2017, Vince, LLC (“Vince”), an indirect wholly owned subsidiary of Vince Holding Corp. (the “Company”), entered into a side letter (the “Letter”) with Bank of America, N.A. (“BofA”), as administrative agent and collateral agent under a credit agreement (the “Agreement”), dated as of November 27, 2013, by and among Vince, the guarantors party thereto, the Agent (as defined therein) and each lender party thereto.  The Letter amends and restates in its entirety the side letter entered into on March 6, 2017 by and among Vince, the guarantors party thereto, the Agent and each lender party.

The Letter provides that during the period from April 13, 2017 until and through July 31, 2017 (the “Letter Period”), the respective thresholds included in the definitions of “Covenant Compliance Event” and “Trigger Event” in the Agreement continue to be temporarily modified to be the greater of (a) 12.5% of the Adjusted Loan Cap (as defined in the Agreement) and (b) $5,000,000.  The Letter further provides that during the Letter Period, so long as the Company’s cash is held in a deposit account of the Company maintained with BofA (the “BofA Account”), the Company may include in the Borrowing Base (i) up to $10 million of such cash after April 13, 2017 through May 31, 2017 and (ii) up to $5 million of such cash after May 31, 2017 through July 31, 2017. During the Letter Period, to the extent that the cash and cash equivalents held by the Loan Parties at the close of business on any given day exceeds $1 million (excluding amounts in the BofA Account and certain other excluded accounts, as well as amounts equal to all undrawn checks and ACH issued in the ordinary course of business for payroll, rent and other accounts payable needs), Vince shall use any such cash in excess of $1 million to repay the loans under the Agreement.  In addition, during the Letter Period, the Company is prohibited from making any Restricted Payment (as defined in the Agreement) to its shareholders, except for customary indemnification and  expense reimbursements  to the employees of such shareholders that serve as the members of the Company’s board of directors and certain employee stock buybacks.

Further details are contained in, and this description is qualified in its entirety by, the Letter, which will be included as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ending April 29, 2017.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information required by Item 2.03 relating to the Letter is contained in Item 1.01 of this Current Report and incorporated herein by reference.

Item 8.01. Other Events.

On April 14, 2017, the Company issued a press release regarding the filing of the Notification of Late Filing on Form 12b-25 relating to the delay in the filing of its Annual Report on Form 10-K for the fiscal year ended January 28, 2017.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

Exhibit NumberDescription of Exhibit

99.1Press Release of Vince Holding Corp., dated April 14, 2017.

About Vince Holding Corp. (NYSE:VNCE)

Vince Holding Corp. (Vince) is a contemporary fashion brand known for modern style and everyday luxury essentials. The Company offers a range of women’s and men’s apparel, women’s and men’s footwear, and handbags. It operates in two segments: wholesale and direct-to-consumer. Its wholesale segment consists of sales to department stores and specialty stores in the United States and in select international markets. Its direct-to-consumer segment includes its retail and outlet stores, and its e-commerce business. It operates approximately 50 stores, which consisted of over 30 Company-operated full-price retail stores and over 10 Company-operated outlet locations. The direct-to-consumer segment also includes its e-commerce Website, www.vince.com. It offers women’s line under the Vince brand, which includes seasonal collections of cashmere sweaters and silk blouses, leather and suede leggings and jackets, dresses, denim, pants, tanks and t-shirts, and an assortment of outerwear.

Vince Holding Corp. (NYSE:VNCE) Recent Trading Information

Vince Holding Corp. (NYSE:VNCE) closed its last trading session 00.00 at 1.30 with 168,191 shares trading hands.