Torrid Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Date of Report (Date of Earliest Event Reported): September 13, 2024 (
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| Item 8.01. | Other Events. |
On September 11, 2024, Torrid Holdings Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with certain stockholders of the Company listed in Schedule B thereto (the “Selling Stockholders”) and BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC and William Blair & Company, L.L.C. as representatives of the several underwriters listed in Schedule A thereto (the “Underwriters”), relating to the offer and sale (the “Offering”) by the Selling Stockholders of 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at a public offering price of $4.00 per share. Pursuant to the Underwriting Agreement, the Selling Stockholders have granted the Underwriters an option to purchase up to an additional 1,200,000 shares of Common Stock at the public offering price, less underwriting discounts and commissions.
The Company did not sell any securities in the Offering and will not receive any of the proceeds from the sale of the shares by the Selling Stockholders. The Offering closed on September 13, 2024.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.
The sale of the Common Stock by the Selling Stockholders was made pursuant to the Company’s registration statement on Form S-3 (Registration No. 333-277148) filed with the Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on March 1, 2024, and the prospectus supplement dated September 11, 2024, filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 1.01 by reference.
Kirkland & Ellis LLP has issued an opinion, dated September 13, 2024, regarding certain legal matters with respect to the Offering, a copy of which is filed as Exhibit 5.1 hereto.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of September 11, 2024, by and among the Company, certain stockholders of the Company named therein, BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC and William Blair & Company, L.L.C. | |
| 5.1 | Opinion of Kirkland & Ellis LLP, relating to the Offering. | |
| 23.1 | Consent of Kirkland & Ellis LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TORRID HOLDINGS INC. | ||
| By: | /s/ Bridgett C. Zeterberg | |
| Name: | Bridgett C. Zeterberg | |
| Title: | Chief Human Resources Officer, Chief Legal Officer and Corporate Secretary | |
Date: September 13, 2024
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