--- 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" generated_at: "2026-06-04T03:13:28.100231+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Guess completes acquisition of rag & bone for $57.1M, expands credit facility to $200M ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-085469 - form_type: 8-K - cik: 0000912463 - company_name: GUESS INC - filed_at: 2024-04-03T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 7.01, 2.03, 3.02, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-085469 - JSON: https://secwatch.observer/filing/0001193125-24-085469.json - Plain text: https://secwatch.observer/filing/0001193125-24-085469.txt ## Key facts - Debt Financings 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm - Debt Financings 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm - Material Agreements GUESS INC entered into Warrant Transaction with the Option Counterparty (effective 2024-03-28). - Action: entry - Counterparty: the Option Counterparty - Effective: 2024-03-28 source text: 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_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm - Material Agreements 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 source text: On March 28, 2024, the Company entered into a convertible note hedge transaction (the “Hedge Transaction”) with a financial institution (the “Option Counterparty”). evidence_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/912463/000119312524085469/0001193125-24-085469-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.