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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (Date of earliest event reported):
November 3, 2026
| THE CHILDREN’S PLACE, INC. |
| (Exact Name of Registrant as Specified in Charter) |
| Delaware |
| (State or Other Jurisdiction of Incorporation) |
| 0-23071 |
31-1241495 |
| (Commission File Number) |
(IRS Employer Identification No.) |
| 500 Plaza Drive, Secaucus, New Jersey |
07094 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| (201) 558-2400 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| |
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12-b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section
12(b) of the Act:
|
Title of each class |
Trading
Symbol(s) |
Name of each exchange on
which registered |
| Common Stock, $0.10 par value |
PLCE |
NASDAQ Global Select Market |
Item 1.01 Entry into a Material Definitive Agreement.
Consulting Agreement
On November 3, 2026,
The Children’s Place, Inc. (the “Company”), on behalf of itself and its subsidiaries (other than TCP Brands,
LLC and GYM-IPCO, LLC) (collectively, the “Merchant”), entered into the GA/TCP Consulting Agreement (the “Consulting
Agreement”) with Tiger Capital Group, LLC, SB360 Capital Partners, LLC and GA Retail Solutions, LLC (collectively, the “Consultant”).
To support ongoing inventory sales, the Merchant retained the Consultant under the Consulting Agreement as an independent and exclusive
(subject to Merchant’s rights of withdrawal described below) consultant with respect to the management and disposition of covered
merchandise and furniture, fixtures and equipment (“FF&E”) sales at, or in transit to, U.S. and Canadian stores,
distribution centers and warehouse facilities and through the Merchant’s e-commerce platform. The scope of services is subject to
the Merchant’s existing obligations under its agreements with Children’s Apparel Network Ltd. and Network 360 Global Inc.
Sales under the Consulting Agreement run from November 6, 2026 through February 28, 2027, subject to earlier termination or
extension.
The Consultant receives a
base fee of 2.5% of gross proceeds of covered merchandise sales and a commission of 15% of gross proceeds on covered FF&E sales, subject
to tax adjustments.
The Merchant is responsible
for reimbursing the Consultant for reasonable and documented out-of-pocket expenses related to the sale, subject to agreed budgets. The
Merchant bears allocated operating costs and budgeted sale expenses, subject to a $34,132,000 consultant expense budget, and provided
a $3,140,000 deposit upon the execution of the Consulting Agreement, with unused amounts refundable in final reconciliation. Unapproved
budget overruns are not reimbursed to the Consultant.
Subject to the Merchant’s
prior written consent and the applicable sale guidelines, the Consultant may supply additional goods (not owned by the Merchant) for sale.
The Merchant receives 6.5% of sale proceeds from approved additional goods supplied by the Consultant.
The Merchant may withdraw
any merchandise or FF&E from the scope of the Consulting Agreement on three days’ notice. Withdrawal of a location from the
scope of the Consulting Agreement (such as a store warehouse or the e-commerce platform) also requires consent from the Merchant’s
lenders under its existing debt instruments, or a specified good-faith determination by the Merchant’s board of directors (the “Board”)
concerning its fiduciary duties (after consultation with outside counsel). Fees and expenses of the Consultant incurred prior to the withdrawal
remain payable by the Merchant.
The Merchant retains title
to unsold merchandise, intellectual property, receivables, and real property. The Merchant retains its right to conduct sales of any assets
through Amazon, which following the filing of the Chapter 11 Cases (defined below) is subject to consent from the lenders or a specified
good-faith determination by the Merchant’s Board concerning its fiduciary duties (after consultation with outside counsel).
The Consulting Agreement includes
mutual indemnities and joint and several liability of the Consultant parties.
The Merchant must seek an
order of the Bankruptcy Court (defined below) approving: (i) the assumption of the Consulting Agreement and performance thereunder,
and (ii) the continuation of the store closing sales. The Merchant will also seek recognition of such order of the Bankruptcy Court
by Canada’s Ontario Superior Court of Justice (Commercial List) (the “Canadian Court”). Failure to obtain the
specified orders permits applicable termination remedies and, for the Bankruptcy Court order, application of the deposit; specified expenses
remain reimbursable.
Other than the Consulting
Agreement, there are no material relationships between the Merchant and the Consultant.
Item 1.03 Bankruptcy or Receivership.
On November 8, 2026 (the
“Petition Date”), the Company and certain of its subsidiaries (collectively, the “Debtors”) filed
voluntary petitions under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States
Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”), which assumed jurisdiction over substantially
all of the Debtors’ assets and business on that date. The proceedings are captioned In re The Children’s Place, Inc.,
et al., Case No. 26-22682 (SLM) (the “Chapter 11 Cases”). Joint administration of the Chapter 11 Cases has been
requested.
The Debtors remain in possession
of their assets and continue to operate their businesses under the supervision and orders of the Bankruptcy Court. No trustee, receiver,
fiscal agent or similar officer has been appointed.
The Debtors intend to pursue
a competitive marketing and sale process for substantially all of their assets, including operational assets and intellectual property,
pursuant to section 363 of the Bankruptcy Code. The process is intended to maximize value for stakeholders by eliciting the highest or
otherwise best bid, with the goal of continuing the business as a going concern. The Debtors intend to file a motion seeking Bankruptcy
Court approval of the sale process. If approved, the Company is requesting bids by December 9, 2026, and expects to complete the
Bankruptcy Court-supervised sale process by the end of December 2026.
The Company’s stores
and e-commerce sites remain open and continue to serve customers. Subject to Bankruptcy Court approval, the Debtors intend to continue
inventory sales across the store fleet to enhance liquidity and maintain operational flexibility. These sales include inventory liquidation
and store-closing sales pursuant to the Consulting Agreement.
The Debtors have filed customary
motions seeking Bankruptcy Court authorization to pay certain pre-bankruptcy obligations related to employee wages and benefits, critical
vendors, insurance and taxes, and to maintain customer programs and cash-management practices. The requested relief is intended to enable
the Debtors to meet certain obligations and maintain critical business functions during the sale process.
In connection with the Chapter
11 Cases, the Debtors expect to seek Bankruptcy Court approval of proposed senior secured superpriority debtor-in-possession financing
and/or authorization to use cash collateral to support continued operations during the sale process and the Chapter 11 Cases. The proposed
financing remains subject to negotiation and execution of definitive documentation, Bankruptcy Court approval and satisfaction of applicable
conditions. There can be no assurance that the proposed financing will be consummated on the terms currently contemplated or at all. The
Company expects to provide additional disclosure regarding the financing in a subsequent Current Report on Form 8-K following execution
of the applicable definitive agreements.
The Company is also seeking
appointment of The Children’s Place, Inc. as the foreign representative to pursue recognition of the Chapter 11 Cases and enforcement
of specified Bankruptcy Court orders by the Canadian Court, with the goal of including its Canadian assets and operations in the sale
process.
Item 2.04 Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On the Petition Date, the
commencement of the Chapter 11 Cases as described in Item 1.03 constituted an event of default under the instruments enumerated below
(the “Debt Instruments”), resulting in the acceleration of the Company’s payment obligations thereunder. As such,
substantially all of the Company’s debt as of the Petition Date is in default and accelerated, but subject to the automatic stay
under the Bankruptcy Code.
Debt Instruments:
| · | that certain Amended and Restated Credit Agreement,
dated as of May 9, 2019 (as amended through the Petition Date), by and among the Company, the borrowers and guarantors from time
to time party thereto, the lenders from time to time party thereto, and Wells Fargo Bank, National Association, as administrative agent
and collateral agent; |
| · | that certain Credit Agreement, dated as of December 16,
2025 (as amended through the Petition Date), by and among the Company, the borrowers and guarantors from time to time party thereto, the
lenders from time to time party thereto, and Crystal Financial LLC d/b/a SLR Credit Solutions (the “Term Agent”), as
administrative agent and collateral agent (the “Term Credit Agreement”); and |
| · | those certain unsecured subordinated promissory
notes with Mithaq Capital SPC, as amended or modified through the Petition Date, dated February 29, 2024, April 16, 2024, July 1,
2026 and September 24, 2026, respectively. |
As of the Petition Date,
the Company had approximately $394 million in the aggregate in outstanding obligations under the Debt Instruments (in each case, plus
accrued interest and other fees thereon).
The Debt Instruments described
above provide that, as a result of the commencement of the Chapter 11 Cases, any principal amount, together with accrued interest thereon,
are immediately due and payable. However, any efforts to enforce the payment obligations under the Debt Instruments are automatically
stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject
to the applicable provisions of the Bankruptcy Code. The acceleration of the Debt Instruments as described in this Item 2.04 may cause
cross-defaults under other material obligations of the Company.
By letter dated November 7,
2026, the Term Agent purported to accelerate the obligations under the Term Credit Agreement as a result of certain alleged defaults.
The Company disputes the validity and effectiveness of that purported acceleration.
The disclosure in Item 1.03
of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Chief Operating
Officer, Global Sourcing & Product Operations
On November 5, 2026,
the Human Capital and Compensation Committee of the Board of Directors of The Children’s Place, Inc., acting pursuant to authority
delegated by the Board, approved the Company’s offer of employment to Kristin Clifford to serve as Chief Operating Officer, Global
Sourcing & Product Operations of the Company, effective November 4, 2026. In this role, Ms. Clifford will serve as
the Company’s principal operating officer.
Ms. Clifford, 61, rejoined
the Company in January 2025. She has over 30 years of experience in the retail and apparel industries, leading global sourcing diversification
strategies, strengthening operational performance, and driving business transformation and strategic growth. Prior to her current appointment
as Chief Operating Officer of the Company, Ms. Clifford most recently served as Senior Vice President, Head of Global Sourcing &
Product Operations. Ms. Clifford previously worked at the Company from 2013 to 2020, where she progressed through roles of increasing
responsibility, including Vice President of Global Sourcing during that time. Before rejoining the Company, Ms. Clifford was at Vineyard
Vines as the Senior Vice President of Sourcing. Prior to 2013, Ms. Clifford held positions of increasing responsibility at Liz Claiborne,
culminating in the role of Senior Vice President of Global Sourcing at Juicy Couture. Ms. Clifford holds a Bachelor of Arts in Business,
with a minor in Marketing, from Belmont Abbey College.
There are no arrangements
or understandings between Ms. Clifford and any other person pursuant to which she was selected as Chief Operating Officer, Global
Sourcing & Product Operations. Ms. Clifford has no family relationships with any director or executive officer of the Company.
There are no transactions involving Ms. Clifford requiring disclosure under Item 404(a) of Regulation S-K.
No changes were made to Ms. Clifford’s
compensation in connection with her appointment. No compensation grants or awards were made or modified in connection with her appointment.
Item 7.01 Regulation FD
Disclosure.
A
copy of the Company’s press release announcing the commencement of the Chapter 11 Cases is attached hereto as Exhibit 99.1
and incorporated herein by reference.
The
information set forth under this Item 7.01, including Exhibit 99.1, is being filed, and not furnished, for purposes of the Securities
Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Press release of The Children’s Place, Inc., dated November 8, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report on
Form 8-K, including Exhibit 99.1, 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 strategic
initiatives and results of operations. Forward-looking statements typically are identified by use of terms such as “may,”
“will,” “should,” “plan,” “project,” “expect,” “anticipate,” “estimate,”
“believe” 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 “Part I, Item 1A. Risk Factors” section of
its annual report on Form 10-K for the fiscal year ended January 31, 2026. 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
changes in trade policy and tariff regimes, including newly imposed U.S. tariffs and any responsive non-U.S. tariffs, may impact the Company’s
international manufacturing and operations or customers’ discretionary spending habits, 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 litigation brought under securities, consumer protection, employment, and privacy
and information security laws and regulations, risks related to the existence of a controlling stockholder, and the uncertainty of weather
patterns, 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.
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.
Date: November 9, 2026
| |
THE CHILDREN’S PLACE, INC. |
| |
|
| |
By: |
/s/ Kenneth Li |
| |
Name: |
Kenneth Li |
| |
Title: |
General Counsel & Corporate Secretary |
Exhibit 99.1
The Children’s Place Commences Process
to Effectuate Value-Maximizing Sale Transaction
Company pursuing sale process with goal of continuing
the business as a going concern
All stores and e-commerce sites remain open
and continue to serve customers, offering deep discounts on fashionable, high-quality, head-to-toe outfits
Secaucus, New Jersey – November 8, 2026 – The Children’s
Place, Inc. (Nasdaq: PLCE) (“The Children’s Place” or the “Company”), one of the only pure-play
children’s specialty retailers in North America with an omni-channel presence, today announced that the Company voluntarily filed
petitions for chapter 11 relief in the United States Bankruptcy Court for the District of New Jersey (the “Court”).
The Company seeks to sell substantially all of its assets, pursuant
to section 363 of the U.S. Bankruptcy Code, and is in discussions with multiple parties regarding potential transactions that would permit
the Company to continue its business enterprise as a going concern and preserve the value of its brands. In order to maximize value for
all stakeholders, The Children’s Place intends to file a motion requesting approval of a competitive marketing and sale process.
This process is designed to elicit the highest or otherwise best bid for the Company’s assets with the goal of continuing the Company’s
business as a going concern and preserving the value of its brands. The Company is requesting parties to submit bids by December 9,
2026, and expects to complete the Court-supervised sale process by the end of December 2026.
To fund its value-maximizing restructuring process and go-forward operations,
the Company plans to enter into a new term loan facility provided by its existing secured lenders.
“Today’s announcement marks an important step in our efforts
to secure the best path forward for The Children’s Place,” said Rudy Morando, Co-Chief Restructuring Officer of The Children’s
Place. “For nearly 60 years, The Children’s Place has supported growing families with apparel that customers have come to
know and love. We recognize the significance of this development for our employees, customers, vendors, and other partners, and we are
committed to conducting an efficient and transparent sale process. In the meantime, we remain focused on serving the families who have
trusted The Children’s Place for generations.”
The Company’s stores and e-commerce sites remain open and continue
to serve customers. Subject to Court approval, The Children’s Place intends to continue its ongoing inventory sales across its
store fleet designed to enhance liquidity and maintain operational flexibility while providing families with access to deep discounts
on fashionable, high-quality, head-to-toe outfits. To facilitate ongoing inventory sales, The Children’s Place has entered into
a consulting agreement with a joint venture of GA Group, Tiger Group, and SB360 Capital Partners. A complete list of the Company’s
store locations can be found at the store locator.
Additional Information about the Court-Supervised Process
The Children’s Place is filing a number of customary motions
seeking, among other things, authorization to continue payment of employee wages and benefits, maintain certain customer programs, and
pay vendors for amounts incurred for goods and services provided to the Company post-petition. The Children’s Place anticipates
that these customary motions will be approved at the Company’s first day hearing this week. Court approval of the “first-day”
relief will enable the Company to continue meeting certain obligations and maintain critical business functions as it moves through the
sale process.
The Children’s Place is also seeking recognition of the U.S.
chapter 11 proceedings in Canada to include its Canadian assets and operations in the sale process.
Additional information is available at https://omniagentsolutions.com/TCP.
Stakeholders with questions may call the Company’s claims agent, Omni Agent Solutions, at (866) 205-3149 (U.S. and Canada toll free)
or (818) 510-4678 (International), or email TCPInquiries@OmniAgnt.com.
Advisors
White & Case LLP is serving as legal counsel, BRG is serving
as financial advisor, Cascadia Capital is serving as investment banker, Cole Schotz P.C. is serving as New Jersey local counsel, Omni
Agent Solutions, Inc. is serving as claims and noticing agent, and C Street Advisory Group is serving as strategic communications
advisor for the Company.
About The Children’s Place
The Children’s Place is one of the only pure-play children’s
specialty retailers in North America with an omni-channel presence. The Children’s Place designs, contracts to manufacture, and
sells fashionable, high-quality, head-to-toe outfits predominantly at value prices, primarily under its proprietary brands: “The
Children’s Place” and “Gymboree”. For more information, visit: www.childrensplace.com and www.gymboree.com.
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 strategic initiatives and results of operations. Forward-looking statements typically are identified by
use of terms such as “may,” “will,” “should,” “plan,” “project,” “expect,”
“anticipate,” “estimate,” “believe” 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 “Part I, Item 1A. Risk Factors”
section of its annual report on Form 10-K for the fiscal year ended January 31, 2026.
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 changes in trade policy
and tariff regimes, including newly imposed U.S. tariffs and any responsive non-U.S. tariffs, may impact the Company’s international
manufacturing and operations or customers’ discretionary spending habits, 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 litigation brought under securities, consumer protection, employment, and privacy
and information security laws and regulations, risks related to the existence of a controlling stockholder, and the uncertainty of weather
patterns, 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.
Contacts:
Investor Relations
(201) 558-2400 ext. 14500
Media
thechildrensplace@thecstreet.com
