Vince Holding Corp. (NYSE:VNCE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
We have agreed to indemnify the Sun Cardinal Investors and their affiliates and each of their respective officers, directors, partners, employees, agents and representatives for losses arising out of the Rights Offering and the related registration statement and prospectus (other than with respect to statements made in reliance on information provided to us in writing by the Sun Cardinal Investors for use herein) and claims, suits or proceedings challenging the authorization, execution, delivery, performance or termination of the Rights Offering, the Investment Agreement and certain ancillary agreements and/or any of the transactions to be contemplated thereby, other than losses arising out of or related to any breach by the Sun Cardinal Investors of the Investment Agreement.
The Sun Cardinal Investors have agreed to indemnify the Company and its affiliates and each of their respective officers, directors, partners, employees, agents and representatives for losses arising out of or relating to statements or omissions in the registration statement or prospectus for the Rights Offering (or any amendment or supplement thereto) made in reliance on or in conformity with written information relating to such Sun Cardinal Investor furnished to us by or on behalf of such Sun Cardinal Investor expressly for use therein.
The foregoing is only a summary of the material terms of the Investment Agreement and does not purport to be complete, and is qualified in its entirety by reference to the Investment Agreement, a copy of which is attached hereto as Exhibit10.1 and incorporated by reference herein.
On August10, 2017, Vince issued a press release announcing the subscription price for the Rights Offering. A copy of Vince’s press release is attached hereto as Exhibit 99.1.
On August 10, 2017, Vince also issued a press release announcing acceptance by the New York Stock Exchange (“NYSE”) of its business plan to regain compliance for continued listing. A copy of Vince’s press release is attached hereto as Exhibit 99.2.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 10.1 | Investment Agreement, dated as of August 10, 2017, by and among Vince Holding Corp., Sun Cardinal, LLC and SCSF Cardinal, LLC (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 filed on August 10, 2017). |
| 99.1 | Press Release of Vince Holding Corp., dated August 10, 2017 announcing the subscription price for the Rights Offering. |
| 99.2 | Press Release of Vince Holding Corp., dated August 10, 2017 announcing acceptance by NYSE of business plan to regain compliance for continued listing. |
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VINCE HOLDING CORP. ExhibitEX-99.1 2 d437686dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Vince Holding Corp. Announces Subscription Price for Previously Announced Rights Offering NEW YORK,…To view the full exhibit click here
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.
