NEW YORK--(BUSINESS WIRE)--
Vince Holding Corp. (NYSE:VNCE), a leading global luxury apparel and
accessories brand (“Vince” or the “Company”), today announced the
subscription price for its previously announced non-transferable rights
offering (the “Rights Offering”).
Under the terms of the Rights Offering, Vince will distribute at no
charge to the holders of its common stock on August 14, 2017 (the
“Record Date”), non-transferable rights to purchase up to an aggregate
of 66,670,610 new shares of its common stock. Vince will distribute to
each such holder, one non-transferable right for every share of its
common stock owned as of the Record Date (1 for 1). Each right will
entitle the holder to purchase approximately 1.3475 shares of common
stock at the subscription price of $0.45 per whole share of common
stock. Rights holders who fully exercise their rights will be entitled
to subscribe, subject to certain limitations and subject to allotment,
for additional shares that remain unsubscribed as a result of any
unexercised rights in an amount equal to up to an aggregate of 9.99% of
the outstanding shares of common stock after giving effect to the
consummation of the transactions contemplated by the Rights Offering and
backstop commitment. Consummation of the rights offering is subject to
customary closing conditions.
The Company anticipates the following important dates for the Rights
Offering. These dates are subject to change, and potential subscribers
should review the prospectus related to the Rights Offering (the
“Prospectus”) to determine the actual dates related to the Rights
Offering.
Important Dates
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Record Date
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Close of business on August 14, 2017
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Subscription Period
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From August 15, 2017 to 5:00 p.m. New York City time on August 30,
2017(1)
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Withdrawal Deadline
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August 30, 2017(1)
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Expiration Date
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August 30, 2017(1)
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__________
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(1) Unless the offering is extended by Vince.
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A registration statement relating to the securities has been filed with
the Securities and Exchange Commission (the “SEC”) on July 5, 2017, as
amended on July 27, 2017 and August 10, 2017, 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.
Copies of the Prospectus may be obtained, when available, from
Broadridge Corporate Issuer Solutions, Inc., toll-free: +1 (855)
793-5068 or by email: Shareholder@Broadridge.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or 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.
Forward-Looking Statements: 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
continue having the liquidity necessary to service our debt, meet
contractual payment obligations (including under the tax receivable
agreement) and fund our operations; our ability to comply with the
covenants under our term loan facility; 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 “Risk Factors”
in our registration statement on Form S-1/A filed with the Securities
and Exchange Commission on August 10, 2017, and under the heading "Item
1A—Risk Factors" in our Annual Report on Form 10-K and our Quarterly
Reports on Form 10-Q. 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.
This press release is also available on the Vince Holding Corp. website (http://investors.vince.com/).

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Source: Vince Holding Corp.