The Children?s Place, Inc. announced that it has entered into a new financing agreement with its majority shareholder, Mithaq Capital SPC (?Mithaq?), for an unsecured and subordinated $90 million term loan, to be funded no later than April 19, 2024 (the ?New Mithaq Term Loan?). The New Mithaq Term Loan will further strengthen the Company?s liquidity position on better terms in the aggregate than the previously announced term loan contemplated by the non-binding term sheet that the Company entered into with 1903P Loan Agent, LLC (the ?Proposed Term Loan?). As a result of this new financing, the Company will not pursue the Proposed Term Loan any further.

The Company intends to use the net proceeds of the New Mithaq Term Loan to repay the Company?s existing $50 million term loan under the Company?s Amended and Restated Credit Agreement dated May 9, 2019 (the ?Credit Facility?), to reduce a portion of the Company?s accounts payable balances with vendors, and for other general corporate purposes. As previously disclosed, Mithaq?s acquisition of the Company?s common stock triggered a change in control that caused an event of default under the Credit Facility. Upon the funding of the New Mithaq Term Loan, an amendment to the Credit Facility will become effective, which among other things, will permit entering into the New Mithaq Term Loan and waive the event of default resulting from the change in control.

The New Mithaq Term Loan matures on April 16, 2027 and will accrue interest at the Secured Overnight Financing Rate (?SOFR?) plus 4.00% per annum, with accruing interest payments to be deferred until April 30, 2025. Unlike the Proposed Term Loan, the New Mithaq Term Loan does not contain closing, prepayment or exit fees, or other fees typical for transactions of this nature, does not impose additional reserves on borrowings under the Credit Facility, does not contain certain restrictive covenants, and provides for a significantly lower interest rate than the Proposed Term Loan. Since February 29, 2024, the Company has received $168.6 million in funding from Mithaq, composed of the $90 million New Mithaq Term Loan and the previously announced $78.6 million in interest-free, unsecured and subordinated term loan funding (the ?Initial Mithaq Term Loans?).