NEW YORK--(BUSINESS WIRE)--
Vince Holding Corp. (NYSE:VNCE), a leading global luxury apparel and
accessories brand (“Vince” or the “Company”), today announced that 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 NYSE’s continued listing standards under (i) Section 802.01C of
NYSE Listed Company Manual (the “Manual”), which requires the Company’s
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 Company’s
30-trading day average market capitalization to be at least $50 million
and, the Company’s 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 Company’s last reported
stockholders’ deficit as of January 28, 2017 was approximately $(13.9)
million.
Separately, the Company today issued a press release announcing that on
May 18, 2017 it received a Rights Offering Commitment Letter from Sun
Capital Partners V, L.P. that provides the Company with an amount equal
to $30.0 million of cash proceeds in the event that the Company conducts
a rights offering of its common stock to its stockholders, subject to
certain terms and conditions described therein.
In connection with the receipt of the Notice, 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 Company’s 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 Company’s stockholders.
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.
Pursuant to NYSE rules, the Company’s common stock will continue to be
listed and traded on NYSE during the cure periods outlined above,
subject to the Company’s compliance with other typical continued listing
requirements. The current noncompliance with the standards described
above does not affect the Company’s ongoing business operations or its
reporting requirements with the SEC, nor does it trigger any violation
of its material debt or other obligations.
ABOUT VINCE
Established in 2002, Vince is a global luxury brand best known for
utilizing luxe fabrications and innovative techniques to create a
product assortment that combines urban utility and modern effortless
style. From its edited core collection of ultra-soft cashmere knits and
cotton tees, Vince has evolved into a global lifestyle brand and
destination for both women’s and men’s apparel and accessories. As of
January 28, 2017, Vince products were sold in prestige distribution
worldwide, including approximately 2,300 distribution locations across
more than 40 countries. With corporate headquarters in New York and its
design studio in Los Angeles, the Company operated 40 full-price retail
stores, 14 outlet stores and its e-commerce site, vince.com. Please
visit www.vince.com
for more information.
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 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 comply with
the continued listing standards of the New York Stock Exchange; our
ability to commence and complete a potential rights offering; 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.
This press release is also available on the Vince Holding Corp. website (http://investors.vince.com/).

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Source: Vince Holding Corp.