--- schema_version: "secwatch.filing_event.v1" accession: "0000950142-24-000607" form_type: "8-K" ticker: "PLCE" cik: "0001041859" company_name: "Childrens Place, Inc." filed_at: "2024-03-04T23:59:59+00:00" generated_at: "2026-06-05T04:31:56.672659+00:00" event_type: "debt" sentiment: "negative" materiality_score: 0.88 calibrated_materiality_score: 0.88 confidence: "high" source: SEC EDGAR --- # Children's Place secures $78.6M interest-free loan from majority shareholder Mithaq; board reshuffled ## Summary - Mithaq provides $30M initial term loan funded Feb 29; additional $48.6M delayed draw due by March 29, subject to conditions including closing of $130M Gordon Brothers term loan. - Term loans are interest-free, unsecured, mature Feb 15, 2027; proceeds to pay overdue vendor accounts and support operations. - Four Mithaq nominees appointed to board; Turki AlRajhi named Chairman-Elect; four prior directors resigned; four others to resign upon delayed draw funding. - Company in cash dominion under credit agreement due to change-of-control default; forbearance agreement until March 29; permanent waiver conditions. - Company plans registered rights offering of up to ~$90M; vendors have halted or plan to halt service due to delayed payments. ## SEC filing metadata - accession: 0000950142-24-000607 - form_type: 8-K - ticker: PLCE - cik: 0001041859 - company_name: Childrens Place, Inc. - filed_at: 2024-03-04T23:59:59+00:00 - event_type: debt - sentiment: negative - materiality_score: 0.88 - calibrated_materiality_score: 0.88 - confidence: high - sec_items: 1.01, 5.02, 2.03, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/eh240453115_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950142-24-000607 - JSON: https://secwatch.observer/filing/0000950142-24-000607.json - Plain text: https://secwatch.observer/filing/0000950142-24-000607.txt ## Key facts - Debt Financings Childrens Place, Inc. incurred term loan of up to $78.6 million in term loans with Mithaq Capital SPC at interest-free maturing February 15, 2027. - Instrument: term loan - Principal: up to $78.6 million in term loans - Counterparty: Mithaq Capital SPC - Rate: interest-free - Maturity: February 15, 2027 - Event: incurrence source text: its subsidiaries entered into an interest-free unsecured promissory note, dated February 29, 2024 (the “Promissory Note”) with Mithaq Capital SPC (“Mithaq”), providing for up to $78.6 million in term loans, consisting of (a) an initial term loan in an original aggregate principal amount of $30.0 million (the “Initial Term Loan”) and (b) a delayed draw term loan evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Executive change Katherine Kountze resigned as Director at Childrens Place, Inc.. - Action: resigned - Role: Director source text: Elizabeth Boland, Alicia Enciso, Katherine Kountze and Wesley S. McDonald have resigned from the Board effective February 29, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Executive change Alicia Enciso resigned as Director at Childrens Place, Inc.. - Action: resigned - Role: Director source text: Elizabeth Boland, Alicia Enciso, Katherine Kountze and Wesley S. McDonald have resigned from the Board effective February 29, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Executive change Wesley S. McDonald resigned as Director at Childrens Place, Inc.. - Action: resigned - Role: Director source text: Elizabeth Boland, Alicia Enciso, Katherine Kountze and Wesley S. McDonald have resigned from the Board effective February 29, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Executive change Elizabeth Boland resigned as Director at Childrens Place, Inc.. - Action: resigned - Role: Director source text: Elizabeth Boland, Alicia Enciso, Katherine Kountze and Wesley S. McDonald have resigned from the Board effective February 29, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Executive change Muhammad Umair was appointed as Director at Childrens Place, Inc.. - Action: appointed - Role: Director source text: four persons nominated by Mithaq – Turki Saleh A. AlRajhi, Muhammad Asif Seemab, Muhammad Umair and Hussan Arshad – have been appointed to the Board effective February 29, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Executive change Hussan Arshad was appointed as Director at Childrens Place, Inc.. - Action: appointed - Role: Director source text: four persons nominated by Mithaq – Turki Saleh A. AlRajhi, Muhammad Asif Seemab, Muhammad Umair and Hussan Arshad – have been appointed to the Board effective February 29, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Executive change Muhammad Asif Seemab was appointed as Director at Childrens Place, Inc.. - Action: appointed - Role: Director source text: four persons nominated by Mithaq – Turki Saleh A. AlRajhi, Muhammad Asif Seemab, Muhammad Umair and Hussan Arshad – have been appointed to the Board effective February 29, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Governance Changes Childrens Place, Inc.: Added position of Chairman-Elect with same authorities as Chairman and designated Delaware as exclusive jurisdiction for legal actions (effective 2024-02-29). - Change: bylaw amendment - Effective: 2024-02-29 source text: On February 29, 2024, the Board approved and adopted an amendment to the Company’s Seventh Amended and Restated Bylaws (the “Bylaw Amendment”), which became effective the same day, to provide for the position of Chairman-Elect of the Board with the same authorities, rights, responsibilities and roles as the Chairman of the Board, and thus permit Mr. AlRajhi to be appointed as the Chairman-Elect in accordance with the Letter Agreement. The Bylaw Amendment also establishes that the State of Delaware shall be the sole and exclusive jurisdiction for any legal actions related to the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Material Agreements Childrens Place, Inc. entered into Promissory Note with Mithaq Capital SPC valued at up to $78.6 million (effective 2024-02-29). - Action: entry - Agreement: credit facility - Counterparty: Mithaq Capital SPC - Value: up to $78.6 million - Effective: 2024-02-29 source text: On February 29, 2024, The Children’s Place, Inc. (the “Company”) and certain of its subsidiaries entered into an interest-free unsecured promissory note, dated February 29, 2024 (the “Promissory Note”) with Mithaq Capital SPC (“Mithaq”), providing for up to $78.6 million in term loans evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm - Material Agreements Childrens Place, Inc. entered into Forbearance Agreement with the Credit Agreement Lenders (effective 2024-02-29). - Action: entry - Agreement: credit facility - Counterparty: the Credit Agreement Lenders - Effective: 2024-02-29 source text: The Company and the Credit Agreement Lenders entered into a forbearance agreement, dated February 29, 2024 (the “Forbearance Agreement”) evidence_url: https://www.sec.gov/Archives/edgar/data/1041859/000095014224000607/0000950142-24-000607-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.