Sequential Marks: Bankruptcy or Receivership – Form 8-K

UNITED STATES
SAFETY AND EXCHANGES COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to section 13 or 15(d) of the

Stock Exchange Act of 1934

Report date (date of first reported event): February 25, 2022 (February 22, 2022)

SEQUENTIAL BRAND GROUP, INC.

(Exact name of the declarant as specified in its charter)

Delaware 001-37656 47-4452789

(state or other jurisdiction of incorporation)

(commission file number)

(IRS employer identification number)

105 E 34th St. #249, New York, NY 10016

(Address of main executive offices/postal code)

(646) 564-2577

(Telephone number of holder, including area code)

Check the appropriate box below if the filing of Form 8-K is intended to concurrently satisfy the filer’s filing obligation under any of the following provisions:

¨

Written communications pursuant to Rule 425 of the Securities Act (17 CFR 230.425)

¨

Solicit material in accordance with Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12)

¨

Pre-opening communications pursuant to Rule 14d-2(b) of the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-opening communications pursuant to Rule 13e-4(c) of the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Any.

Indicate with a check mark whether the registrant is an emerging growth company within the meaning of Rule 405 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).

Growing Emerging Business ¨

If the company is an emerging growth company, indicate with a check mark whether the registrant has elected not to use the extended transition period to comply with new or revised financial accounting standards under the section 13(a) of the Exchange Act. ¨

Item 1.03. Bankruptcy or receivership.

Confirmation of the reorganization plan

As previously reported, on August 31, 2021, Sequential Brands Group, Inc. (“SQBG” or the “Company”) and certain of its affiliates (collectively with the Company, the “Debtors”) filed voluntary claims for relief under of Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Debtors’ Chapter 11 cases (collectively, the “Chapter 11 case”) are jointly administered as “In re Sequential Brands Group Inc., et al.”

On February 22, 2022, the Bankruptcy Court issued an order (the “Confirmation Order”) confirming the debtors’ liquidation plan (the “Plan”). A copy of the Plan and Confirmation Order (as recorded by the Bankruptcy Court) is attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, and each is incorporated herein by reference.

The Plan is not yet effective. It will come into effect upon satisfaction or waiver of certain preconditions set out in the Plan. The debtors anticipate that the effective date of the plan will be on or about March 1, 2022.

Plan Summary

Here is a summary of the main features of the plan. This summary is qualified in its entirety by reference to the Plan and the Confirming Order. In the event of any conflict between this summary and the Confirming Plan or Order, the Confirming Plan or Order, as applicable, shall control. Capitalized terms used but not defined herein shall have the meaning set forth in the Plan.

The Plan treats all creditors and equity holders in accordance with their relative priorities under the Bankruptcy Code. The Plan provides for the following treatment in respect of each Class:

To classify Type of complaint or
Interest
Processing of complaints/interests Projected
Recovery
Under the
Plan

Class 1

Other secured claims

These claims are intact. Except to the extent that the holder of another permitted secured claim accepts less favorable treatment or has been paid before the effective date, each other permitted Class 1 secured claim must be paid in full in cash, satisfied by the delivery of a guarantee, reinstated or otherwise rendered intact.

100%

Class 2

Other Priority Claims

These claims are intact. Except to the extent that the holder of another permitted secured claim accepts less favorable treatment or has been paid before the effective date, each other permitted Class 2 secured claim shall be paid in full in cash or otherwise rendered intact.

100%

Class 3

Claims Guaranteed by Clause B

These receivables are impaired. Each holder of a Permitted Tier 3 Debt will receive their pro rata share of a Liquidating Trust Interest.

Pro rata

Class 4

General Unsecured Claims

These receivables are impaired. Class 4 claims will be canceled and extinguished. Class 4 claim holders will not receive any distributions or retain any property.

0%

To classify Type of complaint or
Interest
Processing of complaints/interests Projected
Recovery
Under the
Plan

Class 5

Claims under Section 510

These receivables are impaired. Class 5 claims will be canceled and extinguished. Class 5 claim holders will not receive any distributions or retain any property.

0%

Class 6

Intercompany Claims

These receivables are impaired. Class 6 claims will either be reinstated and dealt with as in the normal course of business, or canceled and discharged.

0%

Class 7

Intercompany interests

These receivables are impaired. Class 7 claims will either be reinstated and dealt with as in the normal course of business, or canceled and discharged.

0%

Class 8

Existing interests of the parent company

These receivables are impaired. Interests in SQBG, including its common stock, will be canceled and extinguished. Class 8 claim holders will not receive any distributions or retain any property.

0%

As reported to the bankruptcy court, as of February 22, 2022, SQBG had assets with a book value of $85.3 million and liabilities with a book value of $32.8 million.

Item 3.03 Material Change in Rights of Securityholders

Pursuant to the Plan, after the Effective Date, SQBG will be liquidated in accordance with Delaware law. Holders of existing interests in SQBG are not expected to receive or retain any distributions or ownership in respect of such interests. In connection with the liquidation, SQBG plans to file a Form 15 with the Securities and Exchange Commission as soon as possible to terminate the registration of its Class A common stock. Thereafter, the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended, will terminate.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits.

Exposure
Number

The description

2.1

Joint liquidation plan.

2.2

Order confirming plan of liquidation.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Holder has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Sequential Brand Group, Inc.

Date: February 25, 2022

By:

/s/ Lorraine DiSanto

Name:

Lorraine DiSanto

Title:

Financial director

About Joel Simmons

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