Tailored Brands, Inc. and certain of its subsidiaries announced that it has entered into a restructuring support agreement (“RSA”) with more than 75% of its senior lenders. The RSA outlines agreed-upon terms for a pre-arranged financial restructuring plan (the “Plan”) that is expected to reduce the Company’s funded debt by at least $630 million and provide increased financial flexibility to enable Tailored Brands to continue its focus on generating profitable growth and driving value for customers and stakeholders.
To implement the terms of the RSA, the Company has filed voluntary Chapter 11 petitions in the United States Bankruptcy Court for the Southern District of Texas (the “Court”). Throughout the restructuring process, the Company expects that its four retail brands, Men’s Wearhouse, Jos A. Bank, Moores Clothing for Men and K&G Fashion Superstore, will continue to provide customers with the selection, convenience, service and value that help people look and feel their best in the moments that matter, while continuing to prioritize the safety and well-being of employees and customers. Tailored Brands aims to move quickly through the process.
News also broke that Lord & Taylor, the nation's oldest department store, has filed Chapter 11 in the Eastern District of Virginia, along with parent company Le Tote. Other retail giants that have fallen victim to the COVID-19 pandemic include Neiman Marcus and J.C. Penney.
Tailored Brands has received commitments for $500 million in debtor-in-possession (“DIP”) financing from its existing revolving credit facility lenders. Following Court approval, this financing, combined with cash on hand (including approximately $90 million of restricted cash that the Consenting Term Loan Lenders (as defined below) have agreed to unrestrict and make available to the Company subject to certain terms and conditions), and cash flow generated by the Company’s ongoing operations, is expected to be sufficient to meet the Company’s operational and restructuring needs. The RSA further contemplates that the DIP financing will convert to a $400 million revolving credit facility from existing lenders upon the Company’s emergence from Chapter 11.
In addition to the financing relief described above, Tailored Brands has filed customary motions with the Court intended to allow the Company to operate in the ordinary course, including but not limited to: paying employees as usual and continuing pre-existing employee health and welfare benefits, honoring customer gift cards, rental reservations and custom clothing orders, and maintaining existing loyalty programs. These motions are typical in the Chapter 11 process and Tailored Brands anticipates that they will be heard and approved in the first few days of the cases.
“As evidenced by the positive results we saw in January and February, we have made significant progress in refining our assortments, strengthening our omni-channel offering and evolving our marketing channel and creative mix. However, the unprecedented impact of COVID-19 requires us to further adapt and evolve,” said Tailored Brands President and CEO Dinesh Lathi. “Reaching an agreement with our lenders represents a critical milestone toward our goal of becoming a stronger Company that has the financial and operational flexibility to compete and win in the rapidly evolving retail environment.”
The decisions announced build on the actions the Company announced on July 21, 2020 to reduce its corporate headcount, rationalize its store fleet, and reduce and realign its store organization and supply chain infrastructure and organization to best serve its go-forward store footprint and e-commerce business.
Implementing the financial restructuring will allow Tailored Brands to continue its store optimization process to focus on and invest in the appropriate areas to position the business for the future.
The company operates approximately 1,400 stores throughout the United States and Canada through an omni-channel network of five retail brands (Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank, K&G, and Moores). As of the Petition Date, the Debtors operate 1,274 stores across the United States and 125 stores in Canada, and maintain a substantial online presence.
Tailored Brands is being advised in this process by Kirkland & Ellis LLP as legal advisor, PJT Partners as financial advisor and AlixPartners as restructuring advisor.