Item 7.01 Regulation FD Disclosure.
As previously reported, on August 2, 2020, Tailored Brands, Inc. (the "Company")
and certain of its subsidiaries commenced voluntary cases (the "Chapter 11
Cases") under chapter 11 of title 11 of the United States Code in the United
States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy
Court"). The Chapter 11 Cases are being jointly administered under the
caption In re: Tailored Brands, Inc., et al., Case No. 20-33900 (MI).
The Company previously entered into confidentiality agreements (collectively,
the "NDAs") with members of an ad hoc group of lenders under the Company's term
loan credit agreement (the "Consenting Term Loan Lenders") and certain other
creditors. Pursuant to the NDAs, the Company has agreed to publicly disclose
certain information, including material non-public information disclosed to such
Consenting Term Loan Creditors (the "Cleansing Material"), upon the occurrence
of certain events as set forth in the NDAs. A copy of the Cleansing Material is
attached to this Form 8-K as Exhibit 99.1. The Cleansing Material includes
certain values for illustrative purposes only and such values are not the result
of, and do not represent, actual valuations, estimates, forecasts or projections
of the Company or any third party and should not be relied upon as such. The
projections do not purport to present the Company's financial condition in
accordance with accounting principles generally accepted in the United States.
The Company's independent accountants have not examined, compiled or otherwise
applied procedures to the projections and, accordingly, do not express an
opinion or any other form of assurance with respect to the projections.
The Cleansing Material should not be regarded as an indication that the Company
or any third party consider the Cleansing Material to be a reliable prediction
of future events, and the Cleansing Material should not be relied upon as such.
Neither the Company nor any third party has made or makes any representation to
any person regarding the accuracy of any Cleansing Material or undertakes any
obligation to publicly update the Cleansing Material to reflect circumstances
existing after the date when the Cleansing Material was prepared or conveyed or
to reflect the occurrence of future events, even in the event that any or all of
the assumptions underlying the Cleansing Material are shown to be in error.
The information contained in this Item 7.01, including Exhibit 99.1, is not
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and are not deemed to be incorporated by reference
into any of the Company's filings with the Securities and Exchange Commission
(the "SEC"), whether made before or after the date hereof and regardless of any
general incorporation language in such filings, except to the extent expressly
set forth by specific reference in such a filing.
Cautionary Statement Regarding Forward-Looking Information
The Company has included statements in this Current Report on Form 8-K and the
Cleansing Material that may constitute forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Words such as
"expect" and similar expressions identify forward-looking statements.
Forward-looking statements are based only on the Company's current assumptions
and views of future events and financial performance. They are subject to known
and unknown risks and uncertainties, many of which are outside of the Company's
control that may cause the Company's actual results to be materially different
from planned or expected results. Those risks and uncertainties include, but are
not limited to, risks attendant to the bankruptcy process, including the
Company's ability to obtain court approval from the Bankruptcy Court with
respect to motions or other requests made to the Bankruptcy Court throughout the
course of the Chapter 11 Cases, including with respect to any proposed
debtor-in-possession financing; the ability of the Company to negotiate,
develop, confirm and consummate a plan of reorganization; the effects of the
Chapter 11 Cases, including increased legal and other professional costs
necessary to execute the Company's reorganization, on the Company's liquidity
(including the availability of operating capital during the pendency of the
Chapter 11 Cases), results of operations or business prospects; the effects of
the Chapter 11 Cases on the interests of various constituents; the length of
time that the Company will operate under Chapter 11 protection; risks associated
with third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in
the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general;
conditions to which any debtor-in-possession financing is subject and the risk
that these conditions may not be satisfied for various reasons, including for
reasons outside the Company's control; the effects of the COVID-19 pandemic and
uncertainties about its depth and duration, including the health and well-being
of our employees and customers, temporary store closures, increases in the
unemployment rate, furlough or temporary layoffs of our employees, our ability
to increase our liquidity and preserve financial flexibility, and social
distancing measures or changes in consumer spending behaviors; actions or
inactions by governmental entities; domestic and international macro-economic
conditions; inflation or deflation; the loss of, or changes in, key employees;
success, or lack thereof, in formulating or executing our internal strategies
and operating plans including new store and new market expansion plans; cost
reduction initiatives and revenue enhancement strategies; changes to our capital
allocation policy; changes in demand for our retail clothing or rental products,
including changes in apparel trends and changing consumer preferences; market
trends in the retail or rental business; customer confidence and spending
patterns; changes in traffic trends in our stores; customer acceptance of our
merchandise strategies, including custom clothing; performance issues with key
suppliers; disruptions in our supply chain; severe weather; regional or national
civil unrest or acts of civil disobedience; public health crises, including the
recent coronavirus outbreak; foreign currency fluctuations; government export
and import policies, including the enactment of duties or tariffs; advertising
or marketing activities of competitors; the impact of cybersecurity threats or
data breaches; legal proceedings and the impact of climate change.
Please refer to the Company's Annual Report on Form 10-K for the year ended
February 1, 2020 and its Current Report on Form 8-K filed on June 10, 2020 for a
further discussion of risks and uncertainties. Investors should take such risks
into account and should not rely on forward-looking statements when making
investment decisions. Any forward-looking statement made by us in this Current
Report on Form 8-K is based only on information currently available to us and
speaks only as of the date on which it is made. We do not undertake to update
these forward-looking statements as of any future date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is included in this Form 8-K:
99.1 Cleansing Material.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
in the Inline XBRL document contained in Exhibit 101).
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