Item 1.01. Entry into a Material Definitive Agreement.
On March 30, 2020, the Board of Directors of Tailored Brands, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a
"Right"), payable on April 9, 2020, for each share of common stock, par value
$0.01 per share, of the Company (the "Common Shares") outstanding on April 9,
2020 (the "Record Date") to the shareholders of record on that date. In
connection with the distribution of the Rights, the Company entered into a
Rights Agreement (the "Rights Agreement"), dated as of March 30, 2020, between
the Company and American Stock Transfer & Trust Company, LLC, as rights agent.
Each Right entitles the registered holder to purchase from the Company one
one-thousandth of a share of Series A Preferred Stock, par value $0.01 per share
(the "Preferred Shares"), of the Company at a price of $15.00 per one
one-thousandth of a Preferred Share represented by a Right (the "Purchase
Price"), subject to adjustment.
The Rights are in all respects subject to and governed by the provisions of the
Rights Agreement. The following description of the Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Rights Agreement, which is attached hereto as Exhibit 4.1 and
incorporated herein by reference.
Distribution Date; Exercisability; Expiration
Initially, the Rights will be attached to all Common Share certificates and no
separate certificates evidencing the Rights ("Right Certificates") will be
issued. Until the Distribution Date (as defined below), the Rights will be
transferred with and only with the Common Shares. As long as the Rights are
attached to the Common Shares, the Company will issue one Right with each new
Common Share so that all such Common Shares will have Rights attached.
The Rights will separate and begin trading separately from the Common Shares,
and Right Certificates will be caused to evidence the Rights, on the earlier to
occur of (i) the Close of Business (as such term is defined in the Rights
Agreement) on the tenth day following a public announcement, or the public
disclosure of facts indicating, that a Person (as such term is defined in the
Rights Agreement) or group of affiliated or associated Persons has acquired
Beneficial Ownership (as defined below) of 10% or more of the outstanding Common
Shares (an "Acquiring Person") (or, in the event the Board of Directors
determines to effect an exchange in accordance with Section 24 of the Rights
Agreement and the Board of Directors determines that a later date is advisable,
then such later date) or (ii) the Close of Business on the tenth Business Day
(as such term is defined in the Rights Agreement) (or such later date as may be
determined by action of the Board of Directors prior to such time as any Person
becomes an Acquiring Person) following the commencement of, or the first public
announcement of the intention to commence, a tender offer or exchange offer the
consummation of which would result in the Beneficial Ownership by a Person or
group of 10% or more of the outstanding Common Shares (the earlier of such
dates, the "Distribution Date"). As soon as practicable after the Distribution
Date, unless the Rights are recorded in book-entry or other uncertificated form,
the Company will prepare and cause the Right Certificates to be sent to each
record holder of Common Shares as of the Distribution Date.
An "Acquiring Person" will not include (i) the Company, (ii) any Subsidiary (as
such term is defined in the Rights Agreement) of the Company, (iii) any employee
benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity
holding Common Shares for or pursuant to the terms of any such employee benefit
plan or (v) any Person who or which, together with all Affiliates and Associates
(as such terms are defined in the Rights Agreement) of such Person, at the time
of the first public announcement of the Rights Agreement, is a Beneficial Owner
of 10% or more of the Common Shares then outstanding (a "Grandfathered
Shareholder"). However, if a Grandfathered Shareholder becomes, after such time,
the Beneficial Owner of any additional Common Shares (regardless of whether,
thereafter or as a result thereof, there is an increase, decrease or no change
in the percentage of Common Shares then outstanding Beneficially Owned (as such
term is defined in the Rights Agreement) by such Grandfathered Shareholder) then
such Grandfathered Shareholder shall be deemed to be an Acquiring Person unless,
upon such acquisition of Beneficial Ownership of additional Common Shares, such
person is not the Beneficial Owner of 10% or more of the Common Shares then
outstanding. In addition, upon the first decrease of a Grandfathered
Shareholder's Beneficial Ownership below 10%, such Grandfathered Shareholder
will no longer be deemed to be a Grandfathered Shareholder. In the event that
after the time of the first public announcement of the Rights Agreement, any
agreement, arrangement or understanding pursuant to which any Grandfathered
Shareholder is deemed to be the Beneficial Owner of Common Shares expires, is
settled in whole or in part, terminates or no longer confers any benefit to or
imposes any obligation on the Grandfathered Shareholder, any direct or indirect
replacement, extension or substitution of such agreement, arrangement or
understanding with respect to the same or different Common Shares that confers
Beneficial Ownership of Common Shares shall be considered the acquisition of
Beneficial Ownership of additional Common Shares by the Grandfathered
Shareholder and render such Grandfathered Shareholder an Acquiring Person for
purposes of the Rights Agreement unless, upon such acquisition of Beneficial
Ownership of additional Common Shares, such person is not the Beneficial Owner
of 10% or more of the Common Shares then outstanding.
"Acquiring Person" shall not include any Person which, together with all
Affiliates and Associates of such Person, is the Beneficial Owner of Common
Shares representing less than 20% of the Common Shares then outstanding, and
which is entitled to file, and files, a statement on Schedule 13G pursuant to
Rule 13d-1(b) or Rule 13d-1(c) of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect
to the Common Shares Beneficially Owned by such Person (a "13G Investor");
provided, that a Person who was deemed a 13G Investor shall no longer be deemed
such if it files a statement on Schedule 13D pursuant to Rule 13d-1(a),
13d-1(e), 13d-1(f) or 13d-1(g) of the General Rules and Regulations under the
Exchange Act with respect to the Common Shares Beneficially Owned by such
Person, and shall be deemed an Acquiring Person if it is the Beneficial Owner of
10% or more of the Common Shares then outstanding at any point from the time it
first files such a statement on Schedule 13D; provided, further, that if at such
time such Person's Beneficial Ownership is not less than 10%, then such Person
shall have 30 days from such time to reduce its Beneficial Ownership (together
with all Affiliates and Associates of such Person) to below 10% of the Common
Shares before being deemed an "Acquiring Person" but shall be deemed an
. . .
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 8.01. Other Events.
On March 31, 2020, the Company issued a press release, which is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description of Exhibit
4.1 Rights Agreement, dated as of March 30, 2020, between Tailored
Brands, Inc. and American Stock Transfer & Trust Company, LLC, as
rights agent.
99.1 Press Release dated March 31, 2020.
Cover Page Interactive Data File (the cover page XBRL tags are embedded
104 in the Inline XBRL document).
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TAILORED BRANDS, INC. 
