Vince sells IP to Authentic Brands for $76.5M cash + 25% stake; reports Q4 loss

Net sales decreased 7.8% to $91.3 million as compared to $99.0 million in the same period last year reflecting an 8.0% decrease in Vince brand sales and a 6.4% decrease in Rebecca Taylor and Parker sales, combined. • Loss from operations was $5.5 million compared to income from operations of $1.8 million in the same period last year. Loss from operations for the fourth quarter 2022 includes a $1.6 million gain on the sale of the Rebecca Taylor intangible assets, $3.7 million of net charges associated with the wind down of the Rebecca Taylor business*, and $1.0 million in non-cash charges related to the impairment of property and equipment for certain Vince retail locations. *See Summary of Rebecca Taylor Wind Down Charges table in Exhibit 3. • Net loss was $11.0 million or $(0.89) per share compared to a net loss of $2.7 million or $(0.23) per share in the same period last year.

On April 24, 2023, the Company announced its financial results for its fiscal year and fourth quarter ended January 28, 2023.

On April 21, 2023, Vince entered into that certain Consent and Third Amendment to Credit Agreement (the “Third Amendment to Third Lien Credit Agreement”), which amends that certain Credit Agreement, dated as of December 11, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of September 7, 2021, that certain Second Amendment to Credit Agreement, dated as of September 30, 2022, the Third Amendment to Third Lien Credit Agreement and as further amended, restated, amended and restated, supplemented, modified or otherwise in effect from time to time, the “Third Lien Credit Agreement”) by and among Vince, as the borrower, the guarantors signatory thereto, SK Financial Services, LLC, as administrative agent and collateral agent, and the lenders party thereto.

On April 21, 2023, Vince entered into that certain Consent and Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment to ABL Credit Agreement”), which amends that certain Amended and Restated Credit Agreement, dated as of September 7, 2021 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2023, the Second Amendment to ABL Credit Agreement and as further amended, restated, amended and restated, supplemented, modified or otherwise in effect from time to time, the “ABL Credit Agreement”) by and among Vince, as the borrower, the guarantors signatory thereto, Citizens Bank, N.A. (in its individual capacity, “Citizens”), as administrative agent and collateral agent, Citizens, as an L/C Issuer, and the other lenders party thereto.

On April 21, 2023, Vince, LLC, a Delaware limited liability company (“Vince” or “Seller”) and wholly owned indirect subsidiary of Vince Holding Corp., a Delaware corporation (the “Company”) entered into an Intellectual Property Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among Seller, ABG-Viking, LLC, a newly formed Delaware limited liability company (“ABG Vince” or “Buyer”) and an indirect subsidiary of Authentic Brands Group, LLC, a Delaware corporation (“Authentic”), the Company and ABG Intermediate Holdings 2 LLC, a Delaware limited liability company (“ABG Intermediate”).