Amendment: SEC Form SCHEDULE 13G/A filed by Torrid Holdings Inc.
$CURV
Clothing/Shoe/Accessory Stores
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Torrid Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
89142B107 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 89142B107 |
| 1 | Names of Reporting Persons
Sycamore Partners Torrid, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,295,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All calculations of percentage ownership herein are based on a total of 99,041,174 shares of common stock, par value $0.01 per share (the "Common Stock"), of Torrid Holdings Inc. (the "Issuer") issued and outstanding following the consummation of the secondary offering and repurchase of shares, as reported in the Issuer's Form 424(b)(7) prospectus supplement ("Prospectus"), dated June 24, 2025, filed with the U.S. Securities and Exchange Commission ("SEC") on June 25, 2025.
SCHEDULE 13G
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| CUSIP No. | 89142B107 |
| 1 | Names of Reporting Persons
Sycamore Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,295,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All calculations of percentage ownership herein are based on a total of 99,041,174 shares of Common Stock issued and outstanding following the consummation of the secondary offering and repurchase of shares, as reported in the Issuer's Prospectus, dated June 24, 2025, filed with the SEC on June 25, 2025.
SCHEDULE 13G
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| CUSIP No. | 89142B107 |
| 1 | Names of Reporting Persons
Sycamore Partners Associates-C, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,295,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All calculations of percentage ownership herein are based on a total of 99,041,174 shares of Common Stock issued and outstanding following the consummation of the secondary offering and repurchase of shares, as reported in the Issuer's Prospectus, dated June 24, 2025, filed with the SEC on June 25, 2025.
SCHEDULE 13G
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| CUSIP No. | 89142B107 |
| 1 | Names of Reporting Persons
Sycamore Partners Associates, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,295,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All calculations of percentage ownership herein are based on a total of 99,041,174 shares of Common Stock issued and outstanding following the consummation of the secondary offering and repurchase of shares, as reported in the Issuer's Prospectus, dated June 24, 2025, filed with the SEC on June 25, 2025.
SCHEDULE 13G
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| CUSIP No. | 89142B107 |
| 1 | Names of Reporting Persons
Sycamore Partners Associates Investments, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,295,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All calculations of percentage ownership herein are based on a total of 99,041,174 shares of Common Stock issued and outstanding following the consummation of the secondary offering and repurchase of shares, as reported in the Issuer's Prospectus, dated June 24, 2025, filed with the SEC on June 25, 2025.
SCHEDULE 13G
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| CUSIP No. | 89142B107 |
| 1 | Names of Reporting Persons
Sycamore Partners (Co-Invest), L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,295,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All calculations of percentage ownership herein are based on a total of 99,041,174 shares of Common Stock issued and outstanding following the consummation of the secondary offering and repurchase of shares, as reported in the Issuer's Prospectus, dated June 24, 2025, filed with the SEC on June 25, 2025.
SCHEDULE 13G
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| CUSIP No. | 89142B107 |
| 1 | Names of Reporting Persons
Sycamore Partners Associates Co-Invest, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,295,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: All calculations of percentage ownership herein are based on a total of 99,041,174 shares of Common Stock issued and outstanding following the consummation of the secondary offering and repurchase of shares, as reported in the Issuer's Prospectus, dated June 24, 2025, filed with the SEC on June 25, 2025.
SCHEDULE 13G
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| CUSIP No. | 89142B107 |
| 1 | Names of Reporting Persons
Stefan L. Kaluzny | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
58,295,694.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
58.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: All calculations of percentage ownership herein are based on a total of 99,041,174 shares of Common Stock issued and outstanding following the consummation of the secondary offering and repurchase of shares, as reported in the Issuer's Prospectus, dated June 24, 2025, filed with the SEC on June 25, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Torrid Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
18501 East San Jose Avenue, City of Industry, California 91748 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by each of the following persons (collectively, the "Reporting Persons" and each a "Reporting Person"):
(i) Sycamore Partners Torrid, L.L.C., a Delaware limited liability company ("Sycamore Torrid")
(ii) Sycamore Partners, L.P., a Delaware limited partnership ("Sycamore Partners")
(iii) Sycamore Partners Associates-C, L.P., a Delaware limited partnership ("Sycamore Associates-C")
(iv) Sycamore Partners Associates, L.P., a Delaware limited partnership ("Sycamore Associates")
(v) Sycamore Partners Associates Investments, L.P., a Delaware limited partnership ("Sycamore Investments")
(vi) Sycamore Partners (Co-Invest), L.L.C., a Delaware limited liability company ("Sycamore Co-Invest")
(vii) Sycamore Partners Associates Co-Invest, L.P., a Delaware limited partnership ("Sycamore Associates Co-Invest" and, together with Sycamore Partners, Sycamore Associates-C, Sycamore Associates, Sycamore Investments and
Sycamore Co-Invest, the "Sycamore Entities")
(viii) Stefan L. Kaluzny | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each Reporting Person is 9 W. 57th Street, 31st Floor, New York, New York, 10019. | |
| (c) | Citizenship:
See responses to row 4 on each cover page. | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
89142B107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses of the Reporting Persons to rows 5-9 and 11 of each cover page to this Schedule 13G are incorporated herein by reference.
Sycamore Torrid directly holds 58,295,694 shares of the Issuer's Common Stock, constituting approximately 58.86% of the total issued and outstanding Common Stock. Sycamore Torrid is directly or indirectly owned by the Sycamore Entities. The Sycamore Entities' direct or indirect general partners or managing members are each controlled directly or indirectly by Stefan L. Kaluzny.
The filing of this statement shall not be deemed an admission by any Reporting Person of beneficial ownership of the reported securities for purposes of Section 13(d) or Section 13(g) or any other purpose. | |
| (b) | Percent of class:
The responses to row 11 of each cover page. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The responses to row 5 of each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
The responses to row 6 of each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The responses to row 7 of each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The responses to row 8 of each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
Exhibit I Joint Filing Agreement & Power of Attorney, dated as of November 13, 2024 (incorporated by reference to Exhibit I to the Schedule 13G filed with the SEC on November 13, 2024 (File No. 005-93504)).