Current Report Filing (8-k)
2020年7月7日 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): July 2, 2020
RTW RETAILWINDS,
INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
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1-32315
(Commission File Number)
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33-1031445
(IRS Employer Identification No.)
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330 West 34th Street
9th Floor
New York, New York 10001
(Address of principal executive offices, including Zip Code)
(212) 884-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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RTW
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On July 2, 2020, RTW Retailwinds, Inc.
and its wholly-owned direct and indirect subsidiaries, including Lerner New York, Inc., Lernco, Inc., Lerner New York
Outlet, LLC, Lerner New York FTF, LLC, Lerner New York Holding, Inc., New York & Company Stores, Inc., Lerner
New York GC, LLC and FTF GC, LLC entered into Amendment No. 3 (“Amendment No. 3”) to Fourth Amended and Restated
Loan and Security Agreement and Joinder with Wells Fargo Bank, National Association, as administrative agent and lender (as amended
by Amendment No.3, the “Loan Agreement”). The obligations under the Loan Agreement are guaranteed by RTW Retailwinds, Inc.
(the “Company”) and certain of its subsidiaries. All capitalized terms used herein without definition have the meanings
ascribed to such terms in the Loan Agreement.
The provisions of
the Loan Agreement amended by Amendment No. 3 include, among other things: (i) full repayment of amounts outstanding
under the Loan Agreement by August 31, 2020; (ii) repayment of $2.7 million of amounts outstanding under the Loan Agreement
on or before July 3, 2020; and (iii) forbearance until July 15, 2020 of Existing Defaults.
The foregoing summary of the amendments
to the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment
No. 3, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 Entry
into a Material Definitive Agreement is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit
Exhibit No.
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Description
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10.1
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Amendment No 3. to Fourth Amended and Restated Loan and Security Agreement, made by and among Lerner New York, Inc., Lernco, Inc., Lerner New York Outlet, LLC and Lerner New York FTF, LLC, wholly-owned indirect subsidiaries of RTW Retailwinds, Inc., and Wells Fargo Bank, N.A., as Agent and Sole Lender, dated as of July 2, 2020.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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RTW RETAILWINDS, INC.
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/s/ Sheamus
Toal
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Date: July 6, 2020
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Name:
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Sheamus Toal
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Title:
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Chief Executive Officer and Chief Financial
Officer
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RTW Retailwinds (NYSE:RTW)
過去 株価チャート
から 5 2024 まで 6 2024
RTW Retailwinds (NYSE:RTW)
過去 株価チャート
から 6 2023 まで 6 2024