PROSPECTUS SUPPLEMENT SUMMARY
This summary provides a general overview of selected information and does not contain all of the information you should consider before buying our common stock. Therefore, you should read this entire prospectus supplement, the accompanying base prospectus and any free writing prospectus that we have authorized for use in connection with this offering carefully, including the information incorporated by reference, before deciding to invest in our common stock. Investors should carefully consider the information set forth under “Risk Factors” in this prospectus supplement, the accompanying base prospectus and in the document incorporated by reference herein and therein.
We are a global retail company that operates the Vince brand women’s and men’s ready to wear business. We serve our customers through a variety of channels that reinforces our brand image. Previously, we also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.
Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Vince operates 47 full-price retail stores, 14 outlet stores, the e-commerce site, vince.com and the subscription service Vince Unfold, vinceunfold.com. Vince is also available through premium wholesale channels globally.
On April 21, 2023, we entered into a strategic partnership, or the Authentic Transaction, with Authentic Brands Group, LLC, or Authentic, a global brand development, marketing and entertainment platform, whereby we will contribute our intellectual property to a newly formed Authentic subsidiary, or ABG Vince, for cash consideration and a membership interest in ABG Vince. We closed this transaction on May 25, 2023. On May 25, 2023, in connection with the Authentic Transaction, V Opco, LLC (formerly, Vince, LLC), or V Opco, entered into a License Agreement, or the License Agreement, with ABG Vince, which provides V Opco with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement).
Rebecca Taylor, founded in 1996 in New York City, was a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. On September 12, 2022, we announced our decision to wind down the Rebecca Taylor business. On December 22, 2022, our indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc. to Nova Acquisitions, LLC.
Parker, founded in 2008 in New York City, was a contemporary women’s fashion brand that was trend focused. During the first half of fiscal 2020, we decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, our indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands.
We reach our customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States, or U.S., and select international markets, as well as through our branded retail locations and our websites. We design products in the U.S. and source the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet our product specifications and labor standards.
Corporation Information
Vince Holding Corp., previously known as Apparel Holding Corp. and Kellwood Holding Corp., was incorporated in Delaware in February 2008 in connection with the acquisition of Kellwood Company, LLC by affiliates of Sun Capital Partners, Inc. We completed an initial public offering of our common stock on November 27, 2013. Prior to the initial public offering and the related restructuring transactions, the Company was a diversified apparel company operating a broad portfolio of fashion brands, which included Vince. As a result of the initial public offering and the related restructuring transactions, the non-Vince businesses were separated from the Vince business, and the stockholders immediately prior to the consummation of the restructuring transactions (through their ownership of Kellwood Holding, LLC) retained the full ownership and control of the non-Vince businesses.
S-4