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 May 18, 2017, Vince Holding Corp. (the Company) received a
Rights Offering Commitment Letter from Sun Capital Partners V,
L.P. (Sun Fund V) that provides the Company with an amount equal
to $30.0 million of cash proceeds (the Contribution Obligation)
in the event that the Company conducts a rights offering of its
common stock to its stockholders (a Rights Offering). Such
Contribution Obligation will be reduced by any proceeds received
from the Rights Offering. The Company is required, simultaneously
with the funding of the Contribution Obligation by Sun Fund V, or
one or more of its affiliates, to issue to Sun Fund V or one or
more of its affiliates the applicable number of shares of the
Companys common stock at the price per share at which
participants in the Rights Offering are entitled to purchase
shares of common stock, which price will be mutually agreed
between the Company and Sun Fund V and approved by the members of
the Companys board of directors that are not employed by or
affiliated with the Company or Sun Fund V. The funding of the
Contribution Obligation, and the issuance of the shares of common
stock by the Company, will be made to an investment agreement in
substantially the same form as the investment agreement, dated
March 15, 2016, by and among Sun Cardinal, LLC, SCSF Cardinal,
LLC and the Company, with any modifications thereto as may be
mutually agreed between Sun Fund V and the Company. There will be
no commitment fee due to Sun Fund V from the Company in
connection with the Contribution Obligation. Sun Fund Vs
obligations under the Rights Offering Commitment Letter are
subject to (i) the Company entering into an amendment to its
existing senior secured term loan facility that is acceptable to
Sun Fund V in its sole discretion, (ii) no default or event of
default having occurred under the Company’s senior secured term
loan facility or revolving credit facility, unless promptly cured
or reasonably expected to be promptly cured by the Company and
(iii) no circumstance existing that has had or would reasonably
be expected to have, individually or in the aggregate, a material
adverse effect on the Company and its subsidiaries taken as a
whole.Sun Fund Vs obligations under the Rights Offering
Commitment Letter terminate upon the earliest to occur of (A) the
consummation of the Rights Offering whereby the Company receives
proceeds equal to or exceeding $30.0 million, (B) 11:59 p.m. New
York City time on June 30, 2017 if the Rights Offering has not
commenced by such time (which date to be extended by 45 days in
the event the Companys registration statement relating to the
Rights Offering is reviewed by the Securities and Exchange
commission (the SEC)) , (C) 11:59 p.m. New York City time on
August 1, 2017 (which date to be extended by 45 days in the event
the Companys registration statement relating to the Rights
Offering is reviewed by the SEC), and (D) the date Sun Fund V, or
its affiliates, fund the Contribution Obligation.

The foregoing is only a summary of the material terms of the
Rights Offering Commitment Letter and does not purport to be
complete, and is qualified in its entirety by reference to the
Rights Offering Commitment Letter, a copy of which is attached
hereto as Exhibit 10.1 and incorporated by reference herein.

As of May 19, 2017, affiliates of Sun Fund V collectively
beneficially owned approximately 58% of the Companys outstanding
common stock.

On May 19, 2017, the Company issued a press release relating to
the receipt of the Rights Offering Commitment Letter.The press
release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.

Item 3.01.Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

On May 17, 2017, the Company received a written notice (the
Notice) from the New York Stock Exchange (NYSE) that the Company
did not presently satisfy NYSEs continued listing standards under
(i) Section 802.01C of NYSE Listed Company Manual (the Manual),
which requires the Companys 30-trading day average closing stock
price to be not less than $1.00 and (ii) Section 802.01B of the
Manual, which requires the Companys 30-trading day average market
capitalization to be at least $50 million and, the Companys
stockholders equity to be at least $50 million.As set forth in
the Notice, as of May 15, 2017, the 30-trading day average
closing stock price of the Company’s common stock was $0.95, and
the 30-trading day average market capitalization of the Company
was approximately $47.2 million and the Companys last reported
stockholders deficit as of January 28, 2017 was approximately
$(13.9) million.

On or prior to June 1, 2017, the Company must submit a letter to
NYSE (the Response Letter), confirming the receipt of the Notice
and its intent to cure the deficiencies.The Company expects to
notify NYSE that it intends to cure the deficiencies set forth in
the Notice.

The Company must bring its share price and consecutive 30
trading-day average share price above $1.00 by November 17, 2017.
The Company may regain compliance at any time during this
six-month cure period if on the last trading day of any calendar
month during such six-month cure period (i) the Companys closing
stock price is at least $1.00 and (ii) the Company’s consecutive
30-trading day average closing stock price is at least $1.00 per
common share.The Company may also pursue corporate actions such
as a reverse stock split, which would require the approval of a
majority of the Companys stockholders. In such case, the Company
must include in the Response Letter its intent to effect a
reverse stock split, obtain the approval of stockholders prior to
its next stockholders meeting after the submission of the
Response Letter and implement the reverse stock split promptly
thereafter.The Company would be deemed cured if its stock price
exceeds $1.00 per share, and the price remains above that level
for at least the following 30 trading days. Notwithstanding the
foregoing, NYSE can take accelerated delisting action in the
event the Company’s common stock trades at levels viewed by NYSE
to be “abnormally low.”

In addition, on or prior to July 1, 2017, the Company must send
to NYSE a business plan that demonstrates compliance with the
requirement to maintain a 30-trading day average market
capitalization of at least $50 million or $50 million of
stockholders equity within 18 months of receipt of the
Notice.NYSE will review the business plan within 45 days of its
submission and determine whether the Company has made reasonable
demonstration of its ability to come into conformity with the
relevant standards within such 18-month period.NYSE will either
accept the plan, at which time the Company will be subject to
ongoing quarterly monitoring for compliance with the business
plan, or NYSE will reject the business plan, at which time the
Company will be subject to suspension and delisting
proceedings.The Company expects to submit such a business plan to
NYSE.

to NYSE rules, the Companys common stock will continue to be
listed and traded on NYSE during the cure periods outlined above,
subject to the Companys compliance with other applicable
continued listing requirements.The current noncompliance with the
standards described above does not affect the Companys ongoing
business operations or its reporting requirements with SEC, nor
does it trigger any violation of its material debt or other
obligations.

No assurance can be given that the Company will be able to regain
compliance with these requirements or maintain compliance with
the other continued listing requirements set forth in the
Manual.If the Company’s common stock ultimately were to be
suspended from trading and delisted for any reason, it could have
adverse consequences including, among others, reduced trading
liquidity of the common stock, lower demand and market price for
those shares, adverse publicity and a reduced interest in the
Company from investors, analysts and other market participants.
In addition, a suspension or delisting could impair the Companys
ability to raise additional capital through the public markets
and the Companys ability to attract and retain employees by means
of equity compensation.

Item 7.01.Regulation FD Disclosure.

On May 19, 2017, the Company issued a press release announcing
the receipt of the Notice.The press release is furnished as
Exhibit 99.2 hereto.

The information, including Exhibit 99.2 hereto, the Company
furnished under Item 7.01 of this report is not deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section.
Registration statements or other documents filed with the
Securities and Exchange Commission shall not incorporate this
information by reference, except as otherwise expressly stated in
such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 00.000 at 0.330 with 665,312 shares trading hands.