Centric Brands Inc., the apparel and accessories licensing firm, voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code in order to execute a debt restructuring.
The company said it entered into a Restructuring Support Agreement (RSA) with substantially all of the company’s secured lenders, led by certain funds managed by Blackstone, Ares Management Corporation (Ares), and HPS Investment Partners (HPS), to recapitalize the company, provide $435 million in debtor-in-possession financing and allow the company to operate without interruption throughout the restructuring process.
Additionally, the agreement contemplates a timely emergence from the process with a plan to substantially reduce the company’s funded second lien indebtedness by approximately $700 million, thereby positioning the business for future growth and success.
Centric Brands intends to continue operating in the ordinary course. The debtor-in-possession financing secured enables the company to continue to meet its financial obligations throughout this process to employees, licensors, suppliers, and vendors. Upon completion, the company plans to emerge from the reorganization as a private company, under the supportive ownership of its current lenders.
The filing was made in the United States Bankruptcy Court for the Southern District of New York, White Plains Division.
“Today’s agreement marks the beginning of our next chapter as an even stronger company and builds upon our progress to date executing on our long-term strategy. I am honored that Centric Brands’ lender group has such strong confidence in our team. Their partnership and support will enhance our ability to continue to grow our business, providing best-in-class design with an unmatched sourcing network, retail partnerships, industry expertise, and deep relationships with licensors,” said Jason Rabin, CEO of Centric Brands.
Rabin continued: “The current crisis has significantly impacted companies across all sectors. The pandemic disrupted many of our wholesale accounts’ ordering and constrained our cash flow. However, we are confident that with added flexibility in our capital structure, we will be well-positioned for long-term success during this period and beyond. We thoroughly evaluated all possible strategic options to address this environment. After extensive review, we determined that partnering with our current lenders to pursue this path will result in a stronger financial position and more resources to support future growth while allowing us to focus on serving key stakeholders.”
Plan For Emergence & Partnership With Lender Group
Under the terms of the RSA, Centric Brands expects to emerge from Chapter 11 as a private company. Blackstone will exchange second lien debt for equity interests in the reorganized company. Existing senior lenders Ares and HPS will retain their senior loan positions and will receive equity interests in the reorganized company.
“Our lenders understand the company’s growth plan and have a productive and trusted working relationship with its management team,” added Rabin. “Centric Brands is looking forward to benefiting from their capital, strategic insight, global relationships, and support.”
Blackstone is one of the world’s leading investment firms with approximately $538 billion in assets under management. Ares is a leading, global alternative investment manager with $149 billion in assets under management. HPS is a leading global investment firm with over $60 billion in assets.
For a majority of its operations, the Chapter 11 process will not impact the company’s decision to reopen relevant locations.
“This financial restructuring process will allow us to optimize our operations while maintaining our valued, long-standing relationships with our business partners,” added Rabin. “We look forward to welcoming our employees and customers back as soon as it is safe to do so.”
The company’s portfolio includes more than 100 iconic licensed brands, including for kids apparel, Calvin Klein, Tommy Hilfiger, Nautica, Spyder and Under Armour; for men’s and women’s apparel, Joe’s Jeans, Buffalo, Hudson Jeans; for accessories, Kate Spade, Michael Kors, All Saints, Frye, Timberland and Jessica Simpson; and for entertainment, Disney, Marvel, Nickelodeon and Warner Brothers, among others. Owned brands include Hudson, Robert Graham, Swims, Zac Posen and Avirex.
Photo courtesy Centric Brands