M&A - VINCE HOLDING CORP.
Form Type: 10-K
Filing Date: 2025-05-02
Corporate Action: Acquisition
Type: Update
Accession Number: 000095017025062847
Filing Summary: Vince Holding Corp.'s 10-K filing for the fiscal year ended February 1, 2025, reveals that on January 22, 2025, its subsidiary P180 Vince Acquisition Co. acquired a majority stake in the company from Sun Capital Partners, marking a significant acquisition event. This acquisition aims to accelerate growth and profitability within the luxury apparel sector. Additionally, the company finalized an Asset Sale of its intellectual property assets related to the Vince brand to ABG-Vince LLC on May 25, 2023. The filing discusses various aspects of the business, including risk factors and financial conditions affecting the company's operations. It emphasizes the need for effective cash flow management and strategic initiatives aimed at enhancing profitability while addressing competition and market challenges.
Additional details:
Fiscal Year Ended: 2025-02-01
Acquisition Date: 2025-01-22
Acquiring Entity: P180 Vince Acquisition Co.
Previous Owner: Sun Capital Partners, Inc.
Asset Sale Date: 2023-05-25
Asset Sold: intellectual property assets
Form Type: 8-K
Filing Date: 2025-01-22
Corporate Action: Acquisition
Type: New
Accession Number: 000095017025007775
Filing Summary: On January 22, 2025, Vince Holding Corp. entered into significant agreements related to the acquisition of P-180. The agreements included a First Amendment to the ABL Credit Agreement and a Fifth Amendment to the Sun Credit Agreement, which amended terms and conditions while providing consent for the P-180 Acquisition. P-180 acquired approximately 65% of the Company’s outstanding shares from affiliates of Sun Capital for approximately $19.8 million in cash. Additionally, upon acquisition, certain debts were paid down, and $7 million of debt was forgiven by P-180. Management changes include the resignation of Matthew Garff from the Board and the expected appointment of Brendan Hoffman as the new CEO. Significant governance changes were approved, allowing P-180 to designate a majority of the Board’s directors and various committee chairs. Lastly, a press release was issued concerning these transactions, and the management is currently assessing potential goodwill impairment due to the acquisition.
Additional details:
P 180 Acquisition Shares: 8,481,318
Acquisition Price: 19.8M
Sun Debt Paydown Amount: 15M
Remaining Balance After Paydown: 7.5M
P 180 Ownership After Acquisition: 10%
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