The Children’s Place, Inc. Announces Commencement of Rights Offering
The Children's Place (PLCE) has launched a rights offering to raise up to $90 million by issuing 9,230,769 shares of common stock at $9.75 per share. Stockholders as of December 13, 2024, will receive non-transferable subscription rights, with each right allowing the purchase of 0.7220 shares. The subscription price can be paid in cash, company debt, or a combination of both.
Stockholders who fully exercise their basic rights can participate in an over-subscription privilege for any remaining shares. The rights offering expires on January 31, 2025. The company plans to use the proceeds primarily for debt prepayment under its Credit Agreement and general operating purposes.
The Children's Place (PLCE) ha lanciato un'offerta di diritti per raccogliere fino a 90 milioni di dollari emettendo 9.230.769 azioni ordinarie a 9,75 dollari per azione. Gli azionisti al 13 dicembre 2024 riceveranno diritti di sottoscrizione non trasferibili, con ciascun diritto che consente l'acquisto di 0,7220 azioni. Il prezzo di sottoscrizione può essere pagato in contante, debito dell'azienda o una combinazione di entrambi.
Gli azionisti che eserciteranno completamente i loro diritti di base possono partecipare a un privilegio di sovrascrizione per le eventuali azioni rimanenti. L'offerta di diritti scade il 31 gennaio 2025. L'azienda intende utilizzare i proventi principalmente per il rimborso anticipato del debito ai sensi del suo Contratto di Credito e per scopi operativi generali.
The Children's Place (PLCE) ha lanzado una oferta de derechos para recaudar hasta 90 millones de dólares mediante la emisión de 9.230.769 acciones ordinarias a 9,75 dólares por acción. Los accionistas al 13 de diciembre de 2024 recibirán derechos de suscripción no transferibles, con cada derecho permitiendo la compra de 0,7220 acciones. El precio de suscripción puede pagarse en efectivo, deuda de la empresa o una combinación de ambos.
Los accionistas que ejerzan completamente sus derechos básicos pueden participar en un privilegio de sobre suscripción para las acciones restantes. La oferta de derechos expira el 31 de enero de 2025. La empresa planea utilizar los ingresos principalmente para el reembolso anticipado de la deuda bajo su Acuerdo de Crédito y para propósitos operativos generales.
The Children's Place (PLCE)는 최대 9000만 달러를 조달하기 위해 9,230,769주의 보통주를 주당 9.75달러에 발행하는 권리 공모를 시작했습니다. 2024년 12월 13일 기준 주주들은 비양도성 구독권을 받게 되며, 각 권리는 0.7220주의 구매를 허용합니다. 구독 가격은 현금, 회사 부채 또는 이 둘의 조합으로 지불할 수 있습니다.
기본 권리를 완전히 행사하는 주주들은 남은 주식에 대한 초과 구독 привилегии에 참여할 수 있습니다. 권리 공모는 2025년 1월 31일에 만료됩니다. 회사는 주로 신용 계약에 따른 부채 조기 상환 및 일반 운영 목적을 위해 수익금을 사용할 계획입니다.
The Children's Place (PLCE) a lancé une offre de droits pour lever jusqu'à 90 millions de dollars en émettant 9 230 769 actions ordinaires au prix de 9,75 dollars par action. Les actionnaires au 13 décembre 2024 recevront des droits de souscription non transférables, chaque droit permettant l'achat de 0,7220 action. Le prix de souscription peut être payé en espèces, par des dettes de l'entreprise ou une combinaison des deux.
Les actionnaires qui exercent pleinement leurs droits de base peuvent participer à un privilège de sursouscription pour les actions restantes. L'offre de droits expire le 31 janvier 2025. L'entreprise prévoit d'utiliser les revenus principalement pour le remboursement anticipé des dettes dans le cadre de son accord de crédit et pour des fins d'exploitation générales.
The Children's Place (PLCE) hat ein Bezugsangebot gestartet, um bis zu 90 Millionen Dollar durch die Ausgabe von 9.230.769 Stammaktien zu einem Preis von 9,75 Dollar pro Aktie zu sammeln. Aktionäre, die am 13. Dezember 2024 im Besitz von Aktien sind, erhalten nicht übertragbare Bezugsrechte, wobei jedes Recht den Kauf von 0,7220 Aktien ermöglicht. Der Bezugspreis kann in bar, durch Unternehmensschulden oder eine Kombination aus beidem gezahlt werden.
Aktionäre, die ihre Grundrechte vollständig ausüben, können an einem Überzeichnungsprivileg für etwaige verbleibende Aktien teilnehmen. Das Bezugsangebot läuft am 31. Januar 2025 aus. Das Unternehmen plant, die Einnahmen hauptsächlich für die vorzeitige Rückzahlung von Schulden gemäß seiner Kreditvereinbarung sowie für allgemeine Betriebskosten zu verwenden.
- Potential to raise up to $90 million in capital
- Existing shareholders have priority access to new shares
- Flexible payment options including debt conversion
- Proceeds will help reduce company debt
- Potential dilution for shareholders who don't participate
- Share price of $9.75 may represent a discount to market price
- Rights are non-transferable, limiting shareholder flexibility
Insights
The Children's Place's
The flexibility in payment options - including debt conversion - is particularly noteworthy, as it provides a mechanism for deleveraging while preserving cash. The mandatory use of proceeds for debt prepayment under the Credit Agreement demonstrates the company's focus on reducing its debt burden, which is important given the challenging retail environment.
For retail investors, this offering presents both an opportunity and a risk. While the
This rights offering occurs against a backdrop of significant headwinds in the children's retail sector. The subscription price of
The January 31, 2025 deadline creates a relatively tight window for shareholders to make decisions, potentially indicating urgency in the capital raise. The pro-rata allocation mechanism for over-subscription requests provides fairness in distribution but also suggests management's anticipation of strong participation, possibly from major stakeholders.
The market's reception of this offering will likely influence the company's near-term trading patterns and could set the tone for similar retailers considering capital raises in the current retail environment. The success of this offering could be a important indicator of investor confidence in specialty retail turnaround strategies.
SECAUCUS, N.J., Dec. 31, 2024 (GLOBE NEWSWIRE) -- The Children’s Place, Inc. (Nasdaq: PLCE) (the “Company”), an omni-channel children’s specialty portfolio of brands, today announced that it has commenced its previously announced rights offering (the “Rights Offering”) to purchase up to
The Company is distributing to its stockholders as of the close of business on December 13, 2024, the record date (the “Record Date”), on a pro rata basis, non-transferable subscription rights to purchase up to an aggregate of 9,230,769 shares of the Company’s common stock at a subscription price of
With the basic subscription rights, rights holders may purchase 0.7220 shares of the Company’s common stock per subscription right. Additionally, rights holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of common stock that remain unsubscribed as a result of any unexercised basic subscription rights (the “over-subscription privilege”). The over-subscription privilege allows a rights holder to subscribe for additional shares of common stock at the subscription price of
No fractional shares of common stock will be issued upon the exercise of subscription rights in the Rights Offering. Any fractional shares of common stock created by the exercise of subscription rights will be rounded down to the nearest whole share. Any excess subscription payments will be returned in the manner and form in which such payments were made.
The Rights Offering subscription period will expire at 5:00 p.m., New York City time, on January 31, 2025, unless extended by the Company in its sole discretion.
The subscription rights are non-transferable, except that the subscription rights will be transferable by operation of law. The rights will not be listed for trading on the Nasdaq Global Select Market (“Nasdaq”) or any other stock exchange or market. The shares of the Company’s common stock are listed on Nasdaq under the symbol “PLCE”.
The Company expects that the rights certificates and copies of the prospectus for the Rights Offering will be mailed to holders of record of common stock as of the Record Date on or after the date of the prospectus. Holders of shares of common stock in “street name” through a brokerage account, dealer, custodian bank, or other nominee will not receive a physical rights certificate and must instruct their broker, dealer, custodian bank, or other nominee whether or not to exercise subscription rights on their behalf.
All questions regarding the Rights Offering, and all requests for additional copies of the prospectus or other relevant documents, should be directed to D.F. King & Co., Inc., the information agent for the Rights Offering, by calling it toll-free at (888) 567-1626.
Neither the Company nor its Board of Directors is making any recommendation to stockholders as to whether to exercise their rights in the Rights Offering. Stockholders should make an independent investment decision about whether to exercise their rights based on their own assessment of their best interests and of the Company’s business and financial condition, its prospects for the future, the terms of the Rights Offering and the information contained in, or incorporated by reference in, the prospectus, as it may be supplemented from time to time.
The Company intends to use net cash proceeds of the Rights Offering first (to the extent required by its Amended and Restated Credit Agreement, dated as of May 9, 2019, with the lenders party thereto (as amended from time to time, the “Credit Agreement”)) to make a prepayment of the indebtedness outstanding under the Credit Agreement and thereafter for general operating, working capital and other corporate purposes, which, if so determined by the Company, may include additional reduction of the Company’s indebtedness.
The Rights Offering is being made pursuant to the Company’s registration statement (including a prospectus) on Form S-1 that was filed with the United States Securities and Exchange Commission (the “SEC”) and declared effective on December 31, 2024, and a prospectus filed with the SEC on December 31, 2024. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any offer, solicitation or sale of any securities of the Company in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The Rights Offering will be made only by means of a prospectus. Copies of the prospectus, when it becomes available, will be distributed to eligible stockholders as of the Record Date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov, or by contacting D.F. King & Co., Inc., the information agent for the Rights Offering, at (888) 567-1626.
About The Children’s Place
The Children’s Place is an omni-channel children’s specialty portfolio of brands. Its global retail and wholesale network includes two digital storefronts, more than 500 stores in North America, wholesale marketplaces and distribution in 15 countries through six international franchise partners. The Children’s Place designs, contracts to manufacture, and sells fashionable, high-quality apparel, accessories and footwear predominantly at value prices, primarily under its proprietary brands: “The Children’s Place”, “Gymboree”, “Sugar & Jade”, and “PJ Place”. For more information, visit: www.childrensplace.com and www.gymboree.com, as well as the Company’s social media channels on Instagram, Facebook, X, formerly known as Twitter, YouTube and Pinterest.
Forward Looking Statements
This press release contains or may contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the Company’s Rights Offering, including the size, timing, subscription price, anticipated proceeds therefrom and the use of such proceeds. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “project,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. These forward-looking statements are based upon the Company’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results and performance to differ materially. Some of these risks and uncertainties are described in the Company’s filings with the Securities and Exchange Commission, including in the “Risk Factors” sections of its annual report on Form 10-K for the fiscal year ended February 3, 2024 and of the Registration Statement. Included among the risks and uncertainties that could cause actual results and performance to differ materially are the risk that the Company will be unable to achieve operating results at levels sufficient to fund and/or finance the Company’s current level of operations and repayment of indebtedness, the risk that the Company will be unsuccessful in gauging fashion trends and changing consumer preferences, the risks resulting from the highly competitive nature of the Company’s business and its dependence on consumer spending patterns, which may be affected by changes in economic conditions (including inflation), the risk that changes in the Company’s plans and strategies with respect to pricing, capital allocation, capital structure, investor communications and/or operations may have a negative effect on the Company’s business, the risk that the Company’s strategic initiatives to increase sales and margin, improve operational efficiencies, enhance operating controls, decentralize operational authority and reshape the Company’s culture are delayed or do not result in anticipated improvements, the risk of delays, interruptions, disruptions and higher costs in the Company’s global supply chain, including resulting from disease outbreaks, foreign sources of supply in less developed countries, more politically unstable countries, or countries where vendors fail to comply with industry standards or ethical business practices, including the use of forced, indentured or child labor, the risk that the cost of raw materials or energy prices will increase beyond current expectations or that the Company is unable to offset cost increases through value engineering or price increases, various types of litigation, including class action litigations brought under securities, consumer protection, employment, and privacy and information security laws and regulations, the imposition of regulations affecting the importation of foreign-produced merchandise, including duties and tariffs, risks related to the existence of a controlling shareholder, the uncertainty of weather patterns, the risk that the Rights Offering is ultimately not consummated, the financial and operating performance of the Company following the Rights Offering, and the other factors detailed in the Company’s Registration Statement filed on Form S-1 (Registration No. 333-282664) and related prospectus, as well as other risks discussed in the Company’s filings with the SEC from time to time. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
The Children’s Place Contact:
Investor Relations (201) 558-2400 ext. 14500
FAQ
What is the subscription price per share in PLCE's rights offering?
How many shares can PLCE shareholders purchase with each subscription right?
When does PLCE's rights offering expire?
How much capital is PLCE seeking to raise through the rights offering?
What will PLCE use the proceeds from the rights offering for?
Can PLCE shareholders transfer their subscription rights?
