Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
JOEZ > SEC Filings for JOEZ > Form 8-K on 19-Jul-2013All Recent SEC Filings

Show all filings for JOE'S JEANS INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for JOE'S JEANS INC.


19-Jul-2013

Entry into a Material Definitive Agreement, Results of Operations and Financial


Item 1.01 Entry into a Material Definitive Agreement.

On July 15, 2013, Joe's Jeans Inc., a Delaware corporation (the "Company"), Hudson Clothing Holdings, Inc., a Delaware corporation ("Hudson"), Fireman Capital CPF Hudson Co-Invest LP, a Delaware limited partnership ("Fireman"), Peter Kim, Paul Cardenas, Tony Chu, and certain optionholders of Hudson named therein, entered into a stock purchase agreement (the "Stock Purchase Agreement") pursuant to which the Company will acquire all of the outstanding equity interests in Hudson (the "Acquisition"), a designer and marketer of women's and men's premium branded denim apparel. The aggregate purchase price will be approximately $97.6 million, subject to certain adjustments, and will be payable in cash and/or convertible notes issued by the Company.

The Company expects the transaction will close on or about August 31, 2013, subject to the contingencies described herein and subject to the satisfaction of customary closing conditions as set forth in the Stock Purchase Agreement, including the absence of a material adverse effect on the business to be acquired, the absence of legal actions relating to the transaction, the accuracy of the representations and warranties made by both parties, the receipt of certain regulatory and other consents and the execution of ancillary agreements. Among other things, the transaction is contingent on obtaining the receipt of commitments for and closing under senior secured and junior debt financing facilities in an amount of not less than $80 million to provide for acquisition financing and future working capital needs of the Company. At the closing, the Company estimates that the outstanding indebtedness will be approximately $85 million including the convertible notes. In connection with such financing, intercreditor arrangements, including agreements concerning the nature of the subordination of the convertible notes, may be required among the prospective holders of the convertible notes and the prospective senior lender. The Company has non-binding funding term sheets from prospective lenders for the funding, subject to certain customary closing conditions. Based on discussions with possible senior lenders, the Company believes that it will be able to obtain satisfactory senior financing, but there can be no assurance that adequate financing will be obtained or that the terms of the subordination will be agreed upon. The Stock Purchase Agreement terminates unless the Acquisition closes by August 31, 2013 unless extended by the parties.

The convertible notes, if issued, will be issued with different interest rates to Hudson's management stockholders and Fireman (and related persons), respectively. Convertible notes, in an aggregate principal amount of approximately $24.1 million, subject to adjustment for the purchase price, to be issued to Hudson's management stockholders (the "Management Notes") will be structurally and contractually subordinated to the Company's senior debt, have a term of six years, would accrue cash interest paid quarterly on the outstanding principal amount at an annual rate of 10% per annum, and will be convertible by each of the holders beginning two years after the closing of the Acquisition and ending six years after the closing, into shares of the Company's common stock, $0.10 par value ("Common Stock") or cash, at the Company's election. The $10 million, subject to adjustment for the purchase price, in aggregate principal amount of convertible notes to be issued to Fireman (and related persons) (the "Fireman Notes," and together with the Management Notes, the "Buyer Notes") will be structurally and contractually subordinated to Company's senior debt, have a term of six years, would accrue cash interest paid quarterly on the outstanding principal amount at an annual rate of 6.50% per annum, and will be convertible by the holder beginning one year and one day after the closing of the acquisition and ending six years after the closing, into shares of Common Stock or cash, at the Company's election.

Each of the Buyer Notes would be convertible, in whole but not in part, at a conversion price of $1.78 per share, subject to certain adjustments that are typical for convertible notes of this type, into approximately 19.1 million shares of Common Stock, subject to receipt of the Company's stockholder approval to comply with NASD rules, which the Company has agreed to seek after the closing of the Acquisition. The Fireman Notes may be converted at its sole election and the Management Notes may be converted at either a majority of the holders' election or individually, depending on the

. . .



Item 2.02. Results of Operations and Financial Condition.

On Jul 15, 2013, the Company held a conference call to discuss its earnings for the quarter ended May 31, 2013. A copy of the conference call transcript is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 2.02 of this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing or document.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this Current Report on Form 8-K relating to the potential issuance of the Buyer Notes is incorporated herein by reference.



Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 of this Current Report on Form 8-K relating to the potential issuance of the shares of Common Stock to holders of the Buyer Notes upon the conversion of the Buyer Notes is incorporated herein by reference. The issuance of such shares upon the closing of the Acquisition will be exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof because such issuance does not involve a public offering.



Item 8.01 Other Events.

A copy of the Company's press release, dated July 15, 2013, is filed herewith as Exhibit 99.2 and is incorporated herein by reference.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                Description
2.1           Stock Purchase Agreement, dated as of July 15, 2013, by and among
              Joe's Jeans Inc., Hudson Clothing Holdings, Inc., Fireman Capital CPF
              Hudson Co-Invest LP, Peter Kim, Paul Cardenas, Tony Chu, and certain
              optionholders of Hudson Clothing Holdings, Inc. named therein.*
4.1           Form of Buyer Notes (incorporated by reference to Exhibit A to the
              Stock Purchase Agreement, attached hereto as Exhibit 2.1)
10.1          Form of Voting Letters.
10.2          Registration Rights Agreement (incorporated by reference to Exhibit B
              to the Stock Purchase Agreement, attached hereto as Exhibit 2.1)
99.1          Earnings Call Transcript dated July 15, 2013
99.2          Joe's Jeans Inc. press release dated July 15, 2013.



* Exhibits and schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any such exhibit or schedule, or any section thereof, to the Securities and Exchange Commission upon request.


Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. The matters discussed in this Current Report on Form 8-K involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. All statements in this Current Report on Form 8-K that are not purely historical facts are forward-looking statements, including statements containing the words "intend," "believe," "estimate," "project," "expect" or similar expressions. Any forward-looking statement inherently involves risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to: the parties' ability to close the acquisition of Hudson Clothing Holdings, Inc., or Hudson, including obtaining financing to fully fund the acquisition and satisfying the conditions in the stock purchase agreement, including the receipt and terms and conditions of any required governmental of the proposed acquisition that could reduce anticipated benefits or cause the parties to abandon the acquisition, the diversion of management's time and attention from the Company's ongoing business during this time period, the impact of the acquisition on the Company's stock price, the anticipated benefits of the acquisition on the Company's financial results, business performance and product offerings, the Company's ability to successfully integrate Hudson's businesses and realize cost savings and any other synergies, the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect, continued acceptance of the Company's product, product demand, competition, capital adequacy, general economic conditions and the potential inability to raise additional capital if required, the risk that the Company will be unsuccessful in gauging fashion trends and changing customer preferences; the risk that changes in general economic conditions, consumer confidence, or consumer spending patterns will have a negative impact on the Company's financial performance; the highly competitive nature of the Company's business in the United States and internationally and its dependence on consumer spending patterns, which are influenced by numerous other factors; the Company's ability to respond to the business environment and fashion trends; continued acceptance of the Joe'sŪ brand in the marketplace; and the risk factors contained in the Company's reports filed with the Securities and Exchange Commission, or SEC, pursuant to the Securities Exchange Act of 1934, as amended, or Exchange Act, including the Company's Annual Report on Form 10-K for the year ended November 30, 2012, or Annual Report, and the Company's Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2013. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company's future results, performance or achievements could differ materially from those expressed or implied in these forward-looking statements. The Company does not undertake any obligation to publicly revise these forward-looking statements to reflect events or circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. and other risks.


  Add JOEZ to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for JOEZ - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.