CENTRIC BRANDS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-10-13: Form 8-K; Period of report 2020-10-09; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2020-09-24: Form 8-K; Period of report 2020-09-21; Description 1.03 Bankruptcy or Receivership; Details 1.03.
- 2020-07-01: Form 8-K; Period of report 2020-06-30; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2020-05-22: Form 8-K; Period of report 2020-05-18; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-10-13 | 8-K | 2020-10-09 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 Pursuant to the Plan, on the Effective Date, the obligations of the Debtors under (a) that certain First Lien Credit Agreement, dated as of October 29, 2018 (as amended by (i) that certain Amendment No. 1 and Waiver to Credit Agreement, dated as of April 17, 2019, (ii) that certain Amendment No. 2 and Waiver to Credit Agreement, dated as of April 20, 2020 and (iii) that certain Amendment No. 3 and Waiver to Credit Agreement, dated as of May 11, 2020), by and among the Company (f/k/a Differential Brands Group Inc.), as borrower, the lenders from time to time party thereto, the First Lien Revolving Agent, the First Lien Term Loan Agent and HPS Investment Partners, LLC, as documentation agent, (b) that certain Second Lien Credit Agreement dated as of October 29, 2018 (as amended, by (i) that certain Amendment No. 1 and Waiver to Credit Agreement, dated as of April 17, 2019, (ii) that certain Amendment No. 2 and Waiver to Credit Agreement, dated as of April 20, 2020 and (iii) that certain Amendment No. 3 and Waiver to Credit Agreement, dated as of May 11, 2020) by and among the Company (f/k/a Differential Brands Group Inc.), as borrower, the lenders party thereto, and U.S. Bank National Association, as administrative agent and collateral agent, (c) all contracts, instruments, indentures, and other agreements or documents created in connection with those certain Convertible Promissory Notes, dated October 29, 2018, issued by the Company to funds managed by GSO Capital Partners LP and funds managed by Blackstone Tactical Opportunities Advisors L.L.C., (d) all contracts, instruments, indentures, and other agreements or documents created in connection with those certain Subordinated Convertible Promissory Notes, dated January 28, 2016, issued by the Company pursuant to that certain Rollover Agreement, dated as of September 8, 2015 among Joe’s Jeans Inc. and each of the noteholders party thereto, (d) that certain Amended and Restated Purchase and Sale Agreement, dated May 20, 2020, among the Company, as Servicer, certain subsidiaries of the Company, as Originators and Spring Funding, LLC, as Buyer, and (e) that certain Amended and Restated Receivables Purchase Agreement, dated May 20, 2020, among Spring Funding, LLC, as Seller, the Company, as initial Servicer, certain purchasers party thereto, PNC Bank, National Association as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent, were released and discharged. 1.03 The information set forth in the explanatory note is incorporated by reference into this Item 1.03. 3.02 Pursuant to the Plan and following the cancellation of Centric Brands Inc.’s outstanding common stock described in this Current Report, on the Effective Date, Reorganized Centric issued new common membership interests (the “Interests”) to holders of allowed First Lien Term Loan Claims and Second Lien Secured Claims. 5.01 On the Effective Date, pursuant to the Plan, all equity interests in Centric Brands Inc. outstanding immediately prior to the Effective Date were cancelled, discharged, and of no force and effect. 5.02 Pursuant to and in accordance with the Plan, on the Effective Date, Marjorie Bowen, Sherman K. Edmiston III, Patrick J. Bartels, William Sweedler, Matthew Eby, Glenn Krevlin, Walter McLallen, and Kent Savage ceased to be directors of the Company (collectively, the “Departing Directors”). 5.03 On the Effective Date, in connection with the implementation of the Plan and pursuant to the Plan, the Company converted from a corporation to a limited liability company by filing a Certificate of Conversion and Certificate of Formation with the Secretary of State of the State of Delaware and adopted a Limited Liability Company Agreement. 8.01 In conjunction with its emergence from bankruptcy, Reorganized Centric intends to file post-effective amendments to all of the Company’s currently effective Registration Statements on Form S-8 and to promptly file a Form 15 with the Securities and Exchange Commission (the “SEC”) to deregister its securities under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend each its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. | tmb-20201009x8k.htm |
| 2020-09-24 | 8-K | 2020-09-21 | 1.03 Bankruptcy or Receivership | 1.03 As previously disclosed, on May 18, 2020, Centric Brands Inc. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) for reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). | tmb-20200921x8k.htm |
| 2020-07-01 | 8-K | 2020-06-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b)On June 30, 2020, the Company accepted the resignation of Mr. Andrew Tarshis, Executive Vice President and General Counsel. | ctrc-20200630x8k.htm |
| 2020-05-22 | 8-K | 2020-05-18 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | tmb-20200518x8k.htm | |
| 2020-05-18 | 8-K | 2020-05-11 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure | 1.01 – Entry into a Material Definitive Agreement. 1.03 – Bankruptcy or Receivership. 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. 2.04 – Triggering Events that Accelerate or Increase a Direct Financial Obligation or an obligation under an Off-Balance Sheet Arrangement. 7.01 The Company cautions that trading in its securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. | tmb-20200511x8k.htm |
| 2020-04-21 | 8-K | 2020-04-21 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 – Entry into a Material Definitive Agreement. 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. | tmb-20200421x8k.htm |
| 2020-04-16 | 8-K | 2020-04-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 – Entry into a Material Definitive Agreement. 2.03 – Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. 5.02 (b)On April 11, 2020, the Board of Directors (the “Board”) of the Company accepted the resignations of Messrs. 7.01 – Regulation FD Disclosure. | ctrc-20200411x8k.htm |
| 2020-03-31 | 8-K | 2020-03-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d)On March 29, 2020, the Board of Directors (the “Board”) of Centric Brands Inc. (the “Company”) elected Mr. Patrick J. Bartels, Jr. to fill a newly created vacancy on its Board of Directors to serve until the next annual meeting of stockholders or until his successor has been duly elected and qualified. | f8-k.htm |
| 2020-03-30 | 8-K | 2020-03-30 | 8.01 Other Events | 8.01 We are unable to file our Annual Report on Form 10-K for the year ended December 31, 2019 on the due date because of the impact of the COVID-19 pandemic, which, among other things, due to office closures, travel limitations and limited access to company records, has adversely impacted and continues to adversely impact our ability to complete our filing on a timely basis. | f8-k.htm |
| 2020-02-04 | 8-K | 2020-02-03 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 Effective as of February 3, 2020, Centric Brands Inc. (the “Company”) awarded Laura Ritchey, in connection with her commencement of employment as the Chief Operating Officer (“COO”) of the Company, an inducement grant (the “Inducement Grant”) of 400,000 restricted stock units (the “RSUs”) with respect to the Company’s common stock, $0.10 par value (“Common Stock”). 8.01 The information set forth in Item 3.02 above is incorporated by reference in this Item 8.01. | f8-k.htm |
| 2020-01-23 | 8-K | 2020-01-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 – Entry into a Material Definitive Agreement. | f8-k.htm |