NEW YORK--(BUSINESS WIRE)--
Vince Holding Corp. (NYSE:VNCE), a leading global luxury apparel and
accessories brand (“Vince” or the “Company”), today announced that it
has filed a registration statement on Form S-3, including a preliminary
prospectus, with the Securities and Exchange Commission (the “SEC”) for
a proposed rights offering to existing stockholders (the “Rights
Offering”).
Under the proposed Rights Offering, the Company would distribute
non-transferrable subscription rights to its existing stockholders as of
the record date to be determined, which would entitle the stockholders
to purchase additional shares of the Company’s common stock on a pro
rata basis. As previously announced, Sun Capital Partners V, L.P., an
affiliate of Sun Capital Partners, Inc., has agreed to enter into an
investment agreement with the Company to backstop the Rights Offering
for up to $30 million. As of the date hereof, affiliates of Sun Capital
Partners, Inc. hold approximately 58% of the Company’s outstanding
common stock.
A registration statement on Form S-3 relating to the Rights Offering has
been filed with the SEC by the Company but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. The Rights
Offering, which is expected to commence following the effectiveness of
the registration statement, will only be made by means of a prospectus.
A preliminary prospectus relating to and describing the proposed terms
of the rights offering has been filed with the SEC as a part of the
registration statement and is available on the SEC's web site at http://www.sec.gov.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will there be any
sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
This document, and any statements incorporated by reference herein,
contains forward-looking statements under the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include the
statements regarding, among other things, our current expectations about
the Company's future results and financial condition, revenues, store
openings and closings, margins, expenses and earnings and are indicated
by words or phrases such as "may," "will," "should," "believe,"
"expect," "seek," "anticipate," "intend," "estimate," "plan," "target,"
"project," "forecast," "envision" and other similar phrases. Although we
believe the assumptions and expectations reflected in these
forward-looking statements are reasonable, these assumptions and
expectations may not prove to be correct and we may not achieve the
results or benefits anticipated. These forward-looking statements are
not guarantees of actual results, and our actual results may differ
materially from those suggested in the forward-looking statements. These
forward-looking statements involve a number of risks and uncertainties,
some of which are beyond our control, including, without limitation: our
ability to maintain adequate cash flow from operations or availability
under our revolving credit facility to meet our liquidity needs
(including our obligations under the Tax Receivable Agreement with the
Pre-IPO Stockholders); our ability to continue as a going concern; our
ability to successfully complete the proposed Rights Offering; our
ability to successfully operate the newly implemented systems,
processes, and functions recently transitioned from Kellwood Company;
our ability to remediate the identified material weaknesses in our
internal control over financial reporting; our ability to regain
compliance with the continued listing standards of the New York Stock
Exchange; our ability to ensure the proper operation of the distribution
facility by a third party logistics provider recently transitioned from
Kellwood; our ability to remain competitive in the areas of merchandise
quality, price, breadth of selection, and customer service; our ability
to anticipate and/or react to changes in customer demand and attract new
customers, including in connection with making inventory commitments;
our ability to control the level of sales in the off-price channels; our
ability to manage excess inventory in a way that will promote the
long-term health of the brand; changes in consumer confidence and
spending; our ability to maintain projected profit margins; unusual,
unpredictable and/or severe weather conditions; the execution and
management of our retail store growth plans, including the availability
and cost of acceptable real estate locations for new store openings; the
execution and management of our international expansion, including our
ability to promote our brand and merchandise outside the U.S. and find
suitable partners in certain geographies; our ability to expand our
product offerings into new product categories, including the ability to
find suitable licensing partners; our ability to successfully implement
our marketing initiatives; our ability to protect our trademarks in the
U.S. and internationally; our ability to maintain the security of
electronic and other confidential information; serious disruptions and
catastrophic events; changes in global economies and credit and
financial markets; competition; our ability to attract and retain key
personnel; commodity, raw material and other cost increases; compliance
with domestic and international laws, regulations and orders; changes in
laws and regulations; outcomes of litigation and proceedings and the
availability of insurance, indemnification and other third-party
coverage of any losses suffered in connection therewith; tax matters;
and other factors as set forth from time to time in our Securities and
Exchange Commission filings, including under the heading "Item 1A—Risk
Factors" in our Annual Report on Form 10-K and our Quarterly Reports on
Form 10Q. We intend these forward-looking statements to speak only as of
the time of this release and do not undertake to update or revise them
as more information becomes available, except as required by law.
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Source: Vince Holding Corp.