{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-24-085469","form_type":"8-K","ticker":null,"cik":"0000912463","company_name":"GUESS INC","filed_at":"2024-04-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:22.415385+00:00","generated_at":"2026-06-04T03:13:28.100231+00:00","sec_items":["1.01","7.01","2.03","3.02","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Guess completes acquisition of rag & bone for $57.1M, expands credit facility to $200M","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-24-085469","json":"https://secwatch.observer/filing/0001193125-24-085469.json","markdown":"https://secwatch.observer/filing/0001193125-24-085469.md","text":"https://secwatch.observer/filing/0001193125-24-085469.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/d510308d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T03:13:28.100231+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"41857e983579d2527fdf2364397de9021a69ed7e","claim":"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.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"credit facility"},{"label":"Principal","value":"total borrowing capacity thereunder is up to $200,000,000"},{"label":"Counterparty","value":"Bank of America, N.A."},{"label":"Rate","value":"Term CORRA replaced Canadian BA Rate"},{"label":"Event","value":"amendment"}],"fact_type":"debt_financing"},{"claim_id":"5a2f01e9d5e69012a14dd11e4d7f14c4b299c619","claim":"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.","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"approximately $12.1 million"},{"label":"Counterparty","value":"holder of 2.00% convertible senior notes due 2024"},{"label":"Rate","value":"3.75%"},{"label":"Maturity","value":"2028"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"16979b0f0f51b910fa6c732d331054df80c730ae","claim":"GUESS INC entered into Warrant Transaction with the Option Counterparty (effective 2024-03-28).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm","confidence":0.7,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"the Option Counterparty"},{"label":"Effective","value":"2024-03-28"}],"fact_type":"material_agreement"},{"claim_id":"41c5a39bd1b77baa866d060889fdf9a85d9cad87","claim":"GUESS INC entered into Convertible Note Hedge Transaction with a financial institution (effective 2024-03-28).","evidence_excerpt":"On March 28, 2024, the Company entered into a convertible note hedge transaction (the “Hedge Transaction”) with a financial institution (the “Option Counterparty”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm","confidence":0.7,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"a financial institution"},{"label":"Effective","value":"2024-03-28"}],"fact_type":"material_agreement"},{"claim_id":"a8439f08c7a23ae674922ad595186c6bf5e6d6e3","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Bank of America, N.A., as agent and a lender and the other lenders party thereto"},{"label":"Effective","value":"2024-04-02"}],"fact_type":"material_agreement"},{"claim_id":"dea3434129b19d599485baa6f685d7a96c583115","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"a holder of its 2.00% convertible senior notes due 2024"},{"label":"Value","value":"approximately $12.1 million in aggregate principal amount of additional 3.75% convertible senior not"},{"label":"Effective","value":"2024-04-02"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}