8-K
filed April 3, 2024, 7:59 PM ET
CIK 0000912463
M&A
confidence high
sentiment positive
materiality 0.85
GUESS INC: debt financing — Guess completes acquisition of rag & bone for $57.1M, expands credit facility to $200M
GUESS INC
- Guess? contributed $57.1M to acquire rag & bone; owns all operating assets and jointly owns IP with WHP Global.
- Existing ABL credit facility expanded by $50M to $200M total borrowing capacity in connection with the acquisition.
- Exchanged $14.6M of 2.00% convertible notes due 2024 for $12.1M of additional 3.75% notes due 2028.
- Hedge and warrant transactions entered, each covering ~0.5M shares of common stock, to offset dilution from new notes.
- Additional 2028 notes initially convertible into max ~644,595 shares; warrants on max ~991,684 shares at strike ~$41.37.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
GUESS INC amended credit facility of total borrowing capacity thereunder is up to $200,000,000 with Bank of America, N.A. at Term CORRA replaced Canadian BA Rate.
- Instrument
- credit facility
- Principal
- total borrowing capacity thereunder is up to $200,000,000
- Counterparty
- Bank of America, N.A.
- Rate
- Term CORRA replaced Canadian BA Rate
- Event
- amendment
Exact text from the filing
Amendment No. 4, among other things, provides for a $50,000,000 increase in borrowing capacity under the credit facility through utilization of the credit facility’s accordion feature, such that total borrowing capacity thereunder is up to $200,000,000
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.95
GUESS INC incurred convertible notes of approximately $12.1 million with holder of 2.00% convertible senior notes due 2024 at 3.75% maturing 2028.
- Instrument
- convertible notes
- Principal
- approximately $12.1 million
- Counterparty
- holder of 2.00% convertible senior notes due 2024
- Rate
- 3.75%
- Maturity
- 2028
- Event
- incurrence
Exact text from the filing
the Company exchanged approximately $14.6 million in aggregate principal amount of the 2024 Notes for approximately $12.1 million in aggregate principal amount of additional 3.75% convertible senior notes due 2028 (the “Additional 2028 Notes”)
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
GUESS INC entered into Warrant Transaction with the Option Counterparty (effective 2024-03-28).
- Action
- entry
- Counterparty
- the Option Counterparty
- Effective
- 2024-03-28
Exact text from the filing
Separately, the Company also entered into a privately negotiated warrant transaction (the “Warrant Transaction”) with the Option Counterparty relating to, subject to anti-dilution adjustments, approximately 0.5 million shares of the Company’s common stock, with a strike price of approximately $41.37 per share.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
GUESS INC entered into Convertible Note Hedge Transaction with a financial institution (effective 2024-03-28).
- Action
- entry
- Counterparty
- a financial institution
- Effective
- 2024-03-28
Exact text from the filing
On March 28, 2024, the Company entered into a convertible note hedge transaction (the “Hedge Transaction”) with a financial institution (the “Option Counterparty”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GUESS INC amended Amendment No. 4 with Bank of America, N.A., as agent and a lender and the other lenders party thereto (effective 2024-04-02).
- Action
- amendment
- Agreement
- credit facility
- Counterparty
- Bank of America, N.A., as agent and a lender and the other lenders party thereto
- Effective
- 2024-04-02
Exact text from the filing
On April 2, 2024, the Company and certain of its subsidiaries amended (such amendment, “Amendment No. 4”) their amended and restated senior secured asset-based revolving credit facility with Bank of America, N.A., as agent and a lender and the other lenders party thereto
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GUESS INC entered into Exchange and Subscription Agreement with a holder of its 2.00% convertible senior notes due 2024 valued at approximately $12.1 million in aggregate principal amount of additional 3.75% convertible senior not (effective 2024-04-02).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- a holder of its 2.00% convertible senior notes due 2024
- Value
- approximately $12.1 million in aggregate principal amount of additional 3.75% convertible senior not
- Effective
- 2024-04-02
Exact text from the filing
On April 2, 2024, Guess?, Inc. (the “Company”) completed its previously announced separate, privately negotiated exchange and subscription agreement (the “Exchange and Subscription Agreement”) with a holder of its 2.00% convertible senior notes due 2024
View on SEC.gov
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