Exhibit 99.7
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE CHILDREN’S PLACE INC.’S PROSPECTUS DATED [●], 2024 (“PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS AND OTHER RELEVANT DOCUMENTS ARE AVAILABLE ON REQUEST FROM D.F. KING & Co., Inc. BY CALLING TOLL-FREE AT (888) 567-1626.
Notice of Guaranteed Delivery
For
Exercise of Basic Subscription Rights
(and the Oversubscription Privilege, if Applicable)
For Shares of Common Stock
of
The Children’s Place, Inc.
Pursuant to the Prospectus, dated [●]
This Notice of Guaranteed Delivery, or one substantially equivalent hereto, must be used to exercise non-transferable subscription rights (“subscription rights”) to purchase shares of common stock, par value $0.10 per share (“Common Stock”) of The Children’s Place, Inc. (the “Company”) pursuant to the rights offering (the “rights offering”) described in the registration statement on Form S-1 initially filed by the Company with the United States Securities and Exchange Commission on October 15, 2024, as amended (Registration No. 333-282664) and the Prospectus, if a holder of subscription rights desires to exercise such subscription rights but cannot deliver the non-transferable rights certificate(s) evidencing the subscription rights to Equiniti Trust Company, LLC, the subscription agent (the “subscription agent”), at or prior to 5:00 p.m., New York City time, on January 31, 2025 (the “expiration date and time”), as such expiration date and time may be extended by the Company in its sole discretion in accordance with the Prospectus. If used, this Notice of Guaranteed Delivery must be received by the subscription agent at or prior to the expiration date and time. See the section titled “The Rights Offering – Guaranteed Delivery Procedures” in the Prospectus. Payment in full of the subscription price of $9.75 per whole share for each share of Common Stock subscribed for upon exercise of such subscription rights, including final clearance of any checks (and, to the extent you are paying some or all of the subscription price by delivery of indebtedness for borrowed money owed by the Company to you, the original evidence of such indebtedness, together with any supplemental documentation requested by the Company) must be received by the subscription agent in the manner specified in the Prospectus at or prior to the expiration date and time, even if the non-transferable rights certificate(s) evidencing such subscription rights is being delivered pursuant to the procedure for guaranteed delivery thereof. If you are using this form, the non-transferable rights certificate(s) evidencing such subscription rights must be received by the subscription agent within one (1) business day following the expiration date and time. See the sections titled “The Rights Offering – Method of Subscription – Exercise of Rights” and “The Rights Offering – Method of Payment” in the Prospectus.
This form must be delivered to the subscription agent by one of the methods described below. DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE A VALID DELIVERY.
By First Class Mail:
Equiniti Trust Company, LLC
55 Challenger Road
Suite # 200
Ridgefield Park, New Jersey 07660
Attn: Reorganization Department
By Registered, Certified or Express Mail or Overnight Courier:
Equiniti Trust Company, LLC
55 Challenger Road
Suite # 200
Ridgefield Park, New Jersey 07660
Attn: Reorganization Department
THE SUBSCRIPTION AGENT IS:
Equiniti Trust Company, LLC
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, by calling it toll-free at (888) 567-1626.
Ladies and Gentlemen:
The undersigned hereby represents that he, she or it is the holder of non-transferable rights certificate(s) representing subscription rights issued by The Children’s Place, Inc., exercisable for at least the number of shares of Common Stock pursuant to the basic subscription right as are set forth in the “Basic Subscription Right” row of the table below, and that such non-transferable rights certificate(s) cannot be delivered to the subscription agent at or before the expiration date and time. Upon the terms and subject to the conditions set forth in the Prospectus, receipt of which is hereby acknowledged, the undersigned hereby elects to exercise the following subscription rights, pursuant to the basic subscription right (and as applicable, the over-subscription privilege), as described in the Prospectus:
Rights Certificate No(s) (if available): _______________
| | | No. of Rights
Exercised | | No. of
Shares
Subscribed For | | Per Share
Subscription
Price | | | Payment | |
| Basic Subscription Right | | | | | | $ | 9.75 | | | $ | [●] | |
| Over-Subscription Privilege | | N/A | | | | $ | 9.75 | | | $ | [●] | |
| | | | | | | | Total Payment Required | | | $ | [●] | |
Since each subscription right only represents the right to purchase a fraction of a share of Common Stock, the number of shares of Common Stock that you are entitled to subscribe for pursuant to the basic subscription right on any given non-transferable rights certificate is lower than the number of subscription rights set forth on such certificate—See Line (a) of Form 1 of your non-transferable rights certificate for further details, including on how to calculate the maximum number of shares of Common Stock that can be subscribed for pursuant to your non-transferable rights certificate(s).
The undersigned understands that payment of the subscription price of $9.75 per each whole share of Common Stock subscribed pursuant to the basic subscription right and the over-subscription privilege, if applicable, must be received by the subscription agent at or before the expiration date and time, and represents that such payment, in the aggregate amount set forth above, either (check appropriate box):
| ¨ | is being delivered to the subscription agent herewith; or |
| ¨ | has been delivered separately to the subscription agent, and was delivered in the manner set forth below (check appropriate box and complete information relating thereto): |
| ¨ | Personal check or bank draft payable to “Equiniti Trust Company, LLC (acting as subscription agent for The Children’s Place, Inc.)”. |
| ¨ | Wire transfer of immediately available funds directly to the account maintained by Equiniti Trust Company, LLC, as subscription agent, for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New York 10005, ABA #021000021 or Swift Code: CHASUS33, Account # 530-354616 Equiniti Trust Company, LLC FBO The Children’s Place, Inc., with reference to the rights holder's name. |
| ¨ | Delivery of indebtedness for borrowed money (principal and/or accrued and unpaid interest) owed by the Company to the rights holder (solely after contacting the Company as described the Prospectus and the “Instructions for Use of The Children’s Place, Inc. Non-Transferable Subscription Rights Certificates”, and further following the Company’s determination, in its sole and absolute discretion, of validity and eligibility of such indebtedness and the Company’s confirmation, in its sole and absolute discretion, of any additional documentation that the rights holder is required to deliver), by delivery to the subscription agent of original evidence of such indebtedness for borrowed money, together with any additional documentation requested by the Company. |
GUARANTEE OF DELIVERY
(Not to Be Used for Rights Certificate Signature Guarantee)
The undersigned, a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., or a commercial bank or trust company having an office or correspondent in the United States, or a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended, guarantees that the undersigned will deliver to the subscription agent the certificates representing the subscription rights being exercised hereby, with any required signature guarantee and any other required documents, all within one (1) business day after the expiration date and time.
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| (Authorized Signature) |
The institution that completes this form must communicate the guarantee to the subscription agent and must deliver the non-transferable rights certificate(s) to the subscription agent within the time period shown in the Prospectus. Failure to do so could result in a financial loss to such institution.
