CTRC / Centric Brands Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CTRC / Centric Brands Inc. / ARES CAPITAL CORP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 – Exit Amendment) Centric Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15644G104 (CUSIP Number) October 9, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

Joint Filing Agreement

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accurac

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Bankruptcy or Receivership - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): October 9, 2020 Centric Brands Inc.

Centric Brands Emerges from Chapter 11 with Strengthened Balance Sheet Company is ideally positioned to implement strategic plan, access new opportunities, and foster growth across various business segments Restructuring has significantly reduced deb

Exhibit 99.1 Press Release Media Contact Edelman for Centric Brands Arielle Patrick [email protected] Investor Contact Edelman for Centric Brands Hunter Stenback [email protected] Centric Brands Emerges from Chapter 11 with Strengthened Balance Sheet Company is ideally positioned to implement strategic plan, access new opportunities, and foster growth across various business se

- S-8 POS

As filed with the Securities and Exchange Commission on October 9, 2020 Registration No.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-18926 Centric Brands Inc. (Exact name of registrant as specified in its

- S-8 POS

As filed with the Securities and Exchange Commission on October 9, 2020 Registration No.

Financial Statements and Exhibits, Bankruptcy or Receivership - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 21, 2020 Centric Brands Inc.

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE FIFTH AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF CENTRIC BRANDS INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Centric Brands Inc., et al.,1 Debtors. Chapter 11 Case No. 20-22637 (SHL) (Jointly Administered) FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE FIFTH AMENDED JOINT CHAPTER 11 PLAN OF REORGANIZATION OF CENTRIC BRANDS INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE WHEREAS Ce

Monthly Operating Report For the Period Ending August 31, 2020

Exhibit 99.2 In re: Centric Brands Inc., et al. Case No. 20-22637 Debtors Reporting Period: Aug-20 Monthly Operating Report For the Period Ending August 31, 2020 REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Schedule of Cash Receipts and Disbursements MOR-1 X Bank Reconciliation (or copies of debtor's bank reconciliations) MOR-1a X Declaration Regarding the Bank Reconciliation

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 30, 2020 Centric Brands Inc.

Centric Brands Discloses Nasdaq Notice

Exhibit 99.1 Media and Investor Contacts Edelman for Centric Brands Arielle Patrick [email protected] Hunter Stenback [email protected] Centric Brands Discloses Nasdaq Notice NEW YORK – May 22, 2020 – Centric Brands Inc. (the “Company”) (NASDAQ: CTRC), a leading lifestyle brands collective, announced today that on May 18, 2020, it received notification from The Nasdaq Stock Mar

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 18, 2020 Centric Brands Inc.

JOINT FILING AGREEMENT

Exhibit L EXHIBIT L JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of Centric Brands Inc.

CTRC / Centric Brands Inc. / Blackstone Holdings II L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 2) Centric Brands Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 15644G 104 (CUSIP Number) John G. Finley The Blackstone Group Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 Marisa Beeney GSO Capital Part

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 11, 2020 Centric Brands Inc.

Restructuring Support Agreement, dated as of May 17, 2020, by and among the Consenting First Lien Lenders, the Consenting Second Lien Lenders, the Consenting DIP Lenders, the Specified Consenting Equityholders, and the Debtors.

Exhibit 10.1 EXECUTION VERSION THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURI

Amendment No. 3 and Waiver to Credit Agreement, dated as of May 11, 2020, by and among Centric Brands Inc., each other loan party thereto, the lenders from time to time party thereto, Ares Capital Corporation, as the administrative agent, ACF Finco I LP, as the revolving agent and the collateral agent, and HPS Investment Partners, LLC, as the documentation agent.

Exhibit 10.2 Execution Version AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT This AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT, dated as of May 11, 2020 (this “Amendment”), is entered into by and among, inter alia, CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), a Delaware corporation (“Borrower”), each other Loan Party, the Lenders signatory hereto, ARES CAPITAL CORPORATION, as the

Centric Brands Reaches Agreement with Lenders to Position the Company for Long-Term Growth

Exhibit 99.1 Media Contact Edelman for Centric Brands Arielle Patrick [email protected] Investor Contact Edelman for Centric Brands Hunter Stenback [email protected] Centric Brands Reaches Agreement with Lenders to Position the Company for Long-Term Growth · Pre-arranged agreement with its secured lenders, led by certain funds managed by Blackstone, Ares Management Corporation,

Amendment No. 3 and Waiver to Credit Agreement, dated as of May 11, 2020, by and among Centric Brands Inc., each other loan party thereto, the lenders from time to time party thereto and U.S. Bank National Association, as the administrative agent and collateral agent.

Exhibit 10.3 Execution Version AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT This AMENDMENT NO. 3 AND WAIVER TO CREDIT AGREEMENT, dated as of May 11, 2020 (this “Amendment”), is entered into by and among, inter alia, CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), a Delaware corporation (“Borrower”), each other Loan Party, the Lenders signatory hereto, U.S. BANK NATIONAL ASSOCIATION,

CTRC / Centric Brands Inc. / Blackstone Holdings II L.P. - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1) Centric Brands Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 15644G 104 (CUSIP Number) John G. Finley The Blackstone Group Inc. 345 Park Avenue New York, NY 10154 (212) 583-5000 Marisa Beeney GSO Capital Part

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 20, 2020 Centric Brands Inc.

Amendment No. 2 and Waiver to Credit Agreement, dated as of April 20, 2020, by and among Centric Brands Inc., each other loan party thereto, the lenders from time to time party thereto and U.S. Bank National Association, as the administrative agent and collateral agent.

Exhibit 10.2 AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT This AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT, dated as of April 20, 2020 (this “Amendment”), is entered into by and among, inter alia, CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), a Delaware corporation (“Borrower”), each other Loan Party, the Lenders signatory hereto, U.S. BANK NATIONAL ASSOCIATION, as the administr

Amendment No. 2 and Waiver to Credit Agreement, dated as of April 20, 2020, by and among Centric Brands Inc., each other loan party thereto, the lenders from time to time party thereto, Ares Capital Corporation, as the administrative agent, ACF Finco I LP, as the revolving agent and the collateral agent, and HPS Investment Partners, LLC, as the documentation agent.

Exhibit 10.1 AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT This AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT, dated as of April 20, 2020 (this “Amendment”), is entered into by and among, inter alia, CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), a Delaware corporation (“Borrower”), each other Loan Party, the Lenders signatory hereto, ARES CAPITAL CORPORATION, as the administrative

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 11, 2020 Centric Brands Inc.

Seventh Amendment dated April 13, 2020, to the Receivables Purchase Agreement, dated as of October 29, 2018, by and among Spring Funding, LLC, as seller, the purchasers from time to time party thereto, PNC Bank, National Association, as Administrative Agent, Centric Brands Inc. (f/k/a Differential Brands Group Inc.), as Initial Servicer, PNC Capital Markets LLC, as Structuring Agent, and the purchasers party thereto.

Exhibit 10.1 EXECUTIVE COPY SEVENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT This SEVENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of April 13, 2020, is entered into by and among the following parties: (i) SPRING FUNDING, LLC, as seller (the “Seller”); (ii) CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), as initial Servicer (the “Servicer” and the “Pe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 29, 2020 Centric Brands Inc.

CTRC / Centric Brands Inc. NT 10-K - - NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b‑25 Commission File Number 000‑18926 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10‑K ☐ Form 20‑F ☐ Form 11‑K ☐ Form 10‑Q ☐ Form 10‑D ☐ Form N‑SAR ☐ Form N‑CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10‑K ☐ Transition Report on Form 20‑F ☐ Transition Report on Form 11‑K ☐ Transition Report on Form 10‑Q ☐ Transition Report on Form N‑SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 30, 2020 Centric Brands Inc.

Joint Filing Agreement.

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1).

CTRC / Centric Brands Inc. / Ares Capital Corp - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Centric Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15644G104 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 3, 2020 Centric Brands Inc.

CENTRIC BRANDS INC. REPORTS INDUCEMENT GRANT TO NEW CHIEF OPERATING OFFICER

Exhibit 99.1 NEWS RELEASE 350 Fifth Avenue New York, NY 10118 CENTRIC BRANDS INC. REPORTS INDUCEMENT GRANT TO NEW CHIEF OPERATING OFFICER NEW YORK, NY – February 4, 2020 – Centric Brands Inc. (NASDAQ: CTRC), a leading lifestyle brands collective, granted to Laura Ritchey, as an inducement to accept her appointment as Chief Operating Officer (“COO”) of the Company, 400,000 restricted stock units (t

CTRC / Centric Brands Inc. / Rabin Jason - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 4) Centric Brands Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 15644G 104 (CUSIP Number) Jason Rabin c/o Centric Brands Inc. 350 5th Avenue, 6th Floor New York, NY 10118 Tel: (323) 890-1800 (Name, Address and

Amendment to Employment Agreement dated as of January 16, 2020 by and between Centric Brands Inc. and Jason Rabin (filed herewith)

Exhibit 10.2 Execution Copy AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement (as defined below) is entered into and effective as of January 16, 2020. WHEREAS, Differential Brands Group, Inc. (the “Company”) and Jason Rabin (the “Executive”) entered into an Employment Agreement, dated October 29, 2018 (the “Employment Agreement”); and WHEREAS, effective October 30, 2018,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 16, 2020 Centric Brands Inc.

CTRC / Centric Brands Inc. / Rabin Jason - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 3) Centric Brands Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 15644G 104 (CUSIP Number) Jason Rabin c/o Centric Brands Inc. 350 5th Avenue, 6th Floor New York, NY 10118 Tel: (323) 890-1800 (Name, Address and

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 5, 2019 Centric Brands Inc.

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 14, 2019 Centric Brands Inc.

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-1892

CTRC / Centric Brands Inc. DEF 14A - - DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

CTRC / Centric Brands Inc. / Rabin Jason - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 2) Centric Brands Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 15644G 104 (CUSIP Number) Jason Rabin c/o Centric Brands Inc. 350 5th Avenue, 6th Floor New York, NY 10118 Tel: (323) 890-1800 (Name, Address and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 3, 2019 Centric Brands Inc.

Letter Agreement Amendment, dated October 3, 2019, by and among Centric Brands Inc., GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Aiguille des Grand Montets Fund II LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P., BTO Legend Holdings L.P. and Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) – NQ – ESC L.P.

Exhibit 10.2 EXECUTION VERSION LETTER AGREEMENT AMENDMENT Reference is made to that certain Agreement (the “Original Agreement”), dated October 29, 2018, by and between Centric Brands Inc. (f/k/a Differential Brands Group, Inc.) (the “Company”) and the investors thereto (the “Investors”). This amendment (the “Amendment”), dated October 3, 2019, by and among the Company and the Investors set forth

CTRC / Centric Brands Inc. / Rabin Jason - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 1) Centric Brands Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 15644G 104 (CUSIP Number) Jason Rabin c/o Centric Brands Inc. 350 5th Avenue, 6th Floor New York, NY 10118 Tel: (323) 890-1800 (Name, Address and

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 10, 2019 Centric Brands Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0‑18926 11‑29281

Fourth Amendment dated September 10, 2019, to the Receivables Purchase Agreement, dated as of October 29, 2018, by and among Spring Funding, LLC, as seller, the purchasers from time to time party thereto, PNC Bank, National Association, as Administrative Agent, Centric Brands Inc. (f/k/a Differential Brands Group Inc.), as initial Servicer, and PNC Capital Markets LLC, as Structuring Agent.

Exhibit 10.1 FOURTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT This FOURTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of September 10, 2019, is entered into by and among the following parties: (i) SPRING FUNDING, LLC, as seller (the “Seller”); (ii) CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), as initial Servicer (the “Servicer” and the “Performance Gua

CTRC / Centric Brands Inc. CORRESP - -

August 28, 2019 Via EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Joel Parker Re: Centric Brands Inc. Form 10-K for Fiscal Year Ended December 31, 2018 Filed May 16, 2019 File No. 000-18926 Dear Mr. Parker: On behalf of Centric Brands Inc. (the “Company,” “we,” “us” or “our”), reference is made to the verbal comment d

CTRC / Centric Brands Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on August 14, 2019 Registration No.

CTRC / Centric Brands Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-18926 CEN

Third Amendment dated July 30, 2019, to the Receivables Purchase Agreement, dated as of October 29, 2018, by and among Spring Funding, LLC, as seller, the purchasers from time to time party thereto, PNC Bank National Association, as Administrative Agent, Centric Brands Inc. (f/k/a Differential Brands Group Inc.), as initial Servicer, and PNC Capital Markets LLC, as Structuring Agent.

EX-10.1 2 ex-10d1.htm EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT This THIRD AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of July 30, 2019, is entered into by and among the following parties: (i) SPRING FUNDING, LLC, as seller (the “Seller”); (ii) CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), as initial Servicer (the “Servicer” a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 30, 2019 Centric Brands Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0‑18926 11‑2928178 (C

CTRC / Centric Brands Inc. CORRESP - -

July 26, 2019 Via EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Blaise Rhodes or Joel Parker Re: Centric Brands Inc. Form 10-K for Fiscal Year Ended December 31, 2018 Filed May 16, 2019 File No. 000-18926 Dear Mr. Rhodes and Mr. Parker: On behalf of Centric Brands Inc. (the “Company,” “we,” “us” or “our”), reference i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 24, 2019 Centric Brands Inc.

Employment Offer Letter, dated as of June 8, 2019, by and between Centric Brands Holding LLC and Andrew Tarshis

Exhibit 10.1 June 8, 2019 Andrew Tarshis Re: Offer of Employment Dear Andy, We would like to take this opportunity to offer you a position with Centric Brands Holdings LLC (the “Company” or “Centric Brands”). I am delighted to confirm the terms of your employment offer with the Company as set forth in this letter (the “Employment Offer Letter”). 1. Title. Your title will be Executive Vice Presiden

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 7, 2019 Centric Brands Inc.

Buying Agency and Sourcing Services Agreement, effective as of May 1, 2019, by and between Centric Brands Inc. and Li & Fung (Trading) Limited

Exhibit 10.1 THE SYMBOL “[****]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED BUYING AGENCY AND SOURCING SERVICES AGREEMENT THIS BUYING AGENCY AND SOURCING SERVICES AGREEMENT (the “Agreement”) shall be effective as of May 1, 2019; BETWEEN:

the Company’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2019, as filed with the SEC on May 20, 2019;

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-18926 CE

Index to Combined Financial Statements

Table of Contents Exhibit 99.1 Index to Combined Financial Statements Audited Combined Financial Statements: Independent Auditor’s Report Combined Balance Sheets at October 28, 2018 and December 31, 2017 1 Combined Statements of Operations and Comprehensive Income (Loss) for the period from January 1, 2018 to October 28, 2018 and year ended December 31, 2017 2 Combined Statements of Parent Company

Financial Statements and Exhibits

8-K/A 1 f8-ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 29, 2018 Centric Brands Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0‑18926 11‑

Centric Brands Inc. Unaudited Pro Forma Condensed Combined Financial Information

Exhibit 99.2 Centric Brands Inc. Unaudited Pro Forma Condensed Combined Financial Information On October 29, 2018 (the “Closing Date”), Centric Brands Inc., a Delaware corporation (f/k/a Differential Brands Group Inc.), (the “Company”) completed its acquisition (the “Acquisition”) of a significant part of Global Brands Group Holding Limited’s (“GBG”) and its subsidiaries’ North American business,

Subsidiaries of the Registrant

Exhibit 21.1 List of Subsidiaries of Centric Brands Inc. Added Extras LLC, a Delaware limited liability company American Marketing Enterprises Inc., a New York corporation Briefly Stated Holdings, Inc., a Delaware corporation Briefly Stated Inc., a New York corporation Centric Bebe LLC, a Delaware limited liability company Centric Brands Holding LLC, a Delaware limited liability company DBG Holdin

Deferred Purchase Factoring Agreement, dated October 29, 2018, by and among The CIT Group/Commercial Services, Inc., Differential Brands Group Inc. and its subsidiaries party thereto

Exhibit 10.21 EXECUTION VERSION Date: October 29, 2018 Differential Brands Group Inc. (herein “Client Representative”) American Marketing Enterprises Inc. Briefly Stated, Inc. F&T Apparel LLC GBG-BCBG LLC GBG Accessories Group LLC GBG Beauty LLC GBG Denim USA LLC GBG Jewelry Inc. GBG Socks LLC GBG West LLC KHQ Investment LLC Rosetti Handbags and Accessories, Ltd. VZI Investment Corp. 264 West 40th

Second Amended and Restated Bylaws of Differential Brands Group Inc., adopted as of May 15, 2019

Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF CENTRIC BRANDS INC., a Delaware corporation (the “Corporation”) (Adopted as of May 15, 2019) SECOND AMENDED AND RESTATED BY-LAWS OF CENTRIC BRANDS INC. ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporat

Certificate of Incorporation of Centric Brands Inc., as amended

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CENTRIC BRANDS INC. (AS AMENDED) FIRST: Centric Brands Inc. (the “Corporation”). SECOND: The address, including street, number, city and county, of the registered agent of the Corporation in the State of Delaware is 2711 Centerville Road Suite 400 Wilmington, Delaware 19808, County of New Castle. The name of the registered agent of the Corporation at suc

the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the SEC on May 16, 2019;

Table of Contents F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CTRC / Centric Brands Inc. NT 10-Q NT 10-Q

NT 10-Q 1 nt10-q.htm NT 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-18926 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transitio

Second Amendment dated April 25, 2019, to Purchase and Sale Agreement, dated as of October 29, 2018, among certain subsidiaries of Differential Brands Group Inc., as Originators, and Spring Funding, LLC, a wholly owned, bankruptcy-remote special purpose subsidiary of Differential Brands Group Inc., as Buyer

Exhibit 10.1 EXECUTION VERSION SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT This SECOND AMENDMENT TO THE PURCHASE AND SALE AGREEMENT (this “Amendment”), dated as of April 25, 2019 (such date, the “Amendment Effective Date”), is entered into by and among the following parties: (i) CENTRIC BRANDS INC., as Servicer (the “Servicer”); (ii) THE VARIOUS PARTIES LISTED ON THE SIGNATURE PAGES HERETO

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 25, 2019 Centric Brands Inc.

Second Amendment dated April 25, 2019, to the Receivables Purchase Agreement, dated as of October 29, 2018, by and among Spring Funding, LLC, as seller, the purchasers from time to time party thereto, PNC Bank, National Association, as Administrative Agent, Differential Brands Group Inc., as initial Servicer, and PNC Capital Markets LLC, as Structuring Agent

EX-10.2 3 ex-10d2.htm EX-10.2 Table of Contents Exhibit 10.2 EXECUTION VERSION SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT This SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of April 25, 2019, is entered into by and among the following parties: (i) SPRING FUNDING, LLC, as seller (the “Seller”); (ii) CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.)

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 18, 2019 Centric Brands Inc.

CENTRIC BRANDS INC. RECEIVES NOTIFICATION OF DEFICIENCY FROM NASDAQ RELATED TO DELAYED FILING OF ANNUAL REPORT ON FORM 10-K

Exhibit 99.1 CENTRIC BRANDS INC. RECEIVES NOTIFICATION OF DEFICIENCY FROM NASDAQ RELATED TO DELAYED FILING OF ANNUAL REPORT ON FORM 10-K NEW YORK-(BUSINESS WIRE), April 22, 2019 – Centric Brands Inc. (the “Company”) (NASDAQ: CTRC), a leading lifestyle brands collective, formerly Differential Brands Group Inc., today announced that it received a standard notice from The Nasdaq Stock Market LLC (“Na

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 17, 2019 Centric Brands Inc.

Amendment No. 1 and Waiver dated April 17, 2019, to Second Lien Credit Agreement, dated as of October 29, 2018, by and among Differential Brands Group Inc., the lenders party thereto, and U.S. Bank National Association, as Administrative Agent and Collateral Agent.

EX-10.2 3 tv519059ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT This AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT, dated as of April 17, 2019 (this “Amendment”), is entered into by and among, inter alia, CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), a Delaware corporation (“Borrower”), the Lenders signatory hereto, U.S. BANK N

Amendment No. 1 and Waiver dated April 17, 2019, to First Lien Credit Agreement dated October 29, 2018, by and among Differential Brands Group Inc., the lenders party thereto, Ares Capital Corporation, as Joint Lead Arranger, Bookrunner and Administrative Agent, ACF Finco I LP, as revolving agent and collateral agent, and HPS Investment Partners, LLC, as Joint Lead Arranger, Bookrunner and Documentation Agent

Exhibit 10.1 Execution Version AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT This AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT, dated as of April 17, 2019 (this “Amendment”), is entered into by and among, inter alia, CENTRIC BRANDS INC. (f/k/a DIFFERENTIAL BRANDS GROUP INC.), a Delaware corporation (“Borrower”), the Lenders signatory hereto, ARES CAPITAL CORPORATION, as the administrative agent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 9, 2019 Centric Brands Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0‑18926 11‑2928178 (C

Separation Agreement and Release by and between Centric Brands Inc. and Bob Ross, dated April 9, 2019

EX-10.2 2 ex-10d2.htm EX-10.2 Exhibit 10.2 Separation Agreement and Release This Separation Agreement and Release (“Agreement”) is made by and between Bob Ross (“Executive”) and Centric Brands Inc. (formerly, Differential Brands Group Inc.) (the “Company”) (collectively, referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined in this Agreement

CTRC / Centric Brands Inc. NT 10-K

NT 10-K 1 nt10-k.htm NT 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 000-18926 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

JOINT FILING AGREEMENT

EX-99.1 2 a19-43891ex99d1.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsi

CTRC / Centric Brands Inc. / Ares Capital Corp - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Centric Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15644G104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

Submission of Matters to a Vote of Security Holders

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 31, 2018 Centric Brands Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-18926 11-292817

CTRC / Centric Brands Inc. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Centric Brands Inc. Reports Third Quarter 2018 Results

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Centric Brands Inc. Reports Third Quarter 2018 Results NEW YORK, November 14, 2018 – Centric Brands Inc. (the “Company”) (NASDAQ: CTRC), a leading lifestyle brands collective, formerly Differential Brands Group Inc., today announced its financial results for the three months ended September 30, 2018. The results included below reflect the Company’s financ

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 14, 2018 Centric Brands Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-18926 11-292817

CTRC / Centric Brands Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-18926

Employment Agreement, dated as of October 30, 2018, by and between Centric Brands Inc. and Anurup Pruthi

Exhibit 10.1 EXECUTION VERSION EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of October 30, 2018, by and between Centric Brands, Inc., a Delaware corporation (the “Company”), and Anurup S. Pruthi (the “the Executive”). WITNESSETH WHEREAS, the Executive possesses experience and expertise concerning the type of business and operations conducted by the Company; and WHEREAS, the Company desires

Centric Brands Inc. Announces Inducement Equity Grant

EX-99.1 3 tv506813ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Centric Brands Inc. Announces Inducement Equity Grant NEW YORK – November 9, 2018 - Centric Brands Inc. (NASDAQ:CTRC) (the “Company”), a leading lifestyle brands collective, granted to Anurup Pruthi, as an inducement to accept his appointment as Chief Financial Officer of the Company, 600,000 restricted stock units (the “RSUs”) with respect to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 5, 2018 Centric Brands Inc.

JOINT FILING AGREEMENT

EX-99.1 2 a18-398401ex99d1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is respo

CTRC / Centric Brands Inc. / Rabin Jason - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. ) Centric Brands Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 15644G 104 (CUSIP Number) Jason Rabin c/o Centric Brands Inc. 350 5th Avenue, 6th Floor New York, NY 10118 Tel: (323) 890-1800 (Name, Address and T

POWER OF ATTORNEY

EX-99.B EXHIBIT B POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that I, BENNETT J. GOODMAN, hereby make, constitute and appoint MARISA BEENEY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member of or in other capacities with GSO Capital Partners LP, GSO Capital Advisors LLC or

JOINT FILING AGREEMENT

EX-99.A 2 d635474dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder

CTRC / Centric Brands Inc. / Ares Capital Corp - SC 13G Passive Investment

SC 13G 1 a18-398401sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Centric Brands, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 15644G104 (CUSIP Number) October 29, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

CTRC / Centric Brands Inc. / Blackstone Holdings II L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. ) Centric Brands Inc. (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 15644G 104 (CUSIP Number) John G. Finley The Blackstone Group L.P. 345 Park Avenue New York, NY 10154 (212) 583-5000 Marisa Beeney GSO Capital Partner

Centric Brands Inc. Names Anurup Pruthi Chief Financial Officer Glenn Krevlin to Join Board of Directors

Exhibit 99.1 Centric Brands Inc. Names Anurup Pruthi Chief Financial Officer Glenn Krevlin to Join Board of Directors NEW YORK, November 6, 2018 – Centric Brands Inc. (the “Company”) (NASDAQ: CTRC), a leading lifestyle brands collective, formerly known as Differential Brands Group Inc., today announced that Anurup Pruthi has joined the Company and has assumed the role of Chief Financial Officer ef

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 6, 2018 Centric Brands Inc.

Amendment No. 1 to Centric Brands Inc. (formerly, Differential Brands Group Inc.) 2016 Stock Incentive Compensation Plan, dated October 29, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 2, 2018).

Exhibit 10.22 AMENDMENT NO. 1 DIFFERENTIAL BRANDS GROUP, INC. 2016 STOCK INCENTIVE COMPENSATION PLAN THIS AMENDMENT NO. 1 to the Differential Brands Group, Inc. 2016 Stock Incentive Compensation Plan (the “Plan”) is made by DIFFERENTIAL BRANDS GROUP, INC., a Delaware corporation. WHEREAS, pursuant to Section 16(a) of the Plan, the Board of Directors of the Company has the authority to amend the Pl

Regulation FD Disclosure, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 29, 2018 Centric Brands Inc.

Code of Business Conduct and Ethics of Centric Brands Inc.

EX-14 3 tv506167ex14.htm EXHIBIT 14 Exhibit 14 Table of Contents Introduction 4 Compliance with Laws 6 Antitrust Laws 6 Anticorruption Laws 6 Securities Laws and Insider Trading 6 Import-Export Laws and Antiboycott Laws 7 Code of Ethics for Senior Financial Officers 8 Equal Employment Opportunity and Anti-Harassment 9 Conflicts of Interest 9 Gifts and Entertainment 12 Fair Dealing 12 Responding to

Purchase and Sale Agreement, dated as of October 29, 2018, among certain subsidiaries of Differential Brands Group Inc., as Originators, and Spring Funding, LLC, a wholly owned, bankruptcy-remote special purpose subsidiary of Differential Brands Group Inc., as Buyer

EXHIBIT 10.8 PURCHASE AND SALE AGREEMENT Dated as of October 29, 2018 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, DIFFERENTIAL BRANDS GROUP, INC., as Servicer, and SPRING FUNDING, LLC, as Buyer Contents Clause Subject Matter Page ARTICLE I AGREEMENT TO PURCHASE AND SELL 2 SECTION 1.1 Agreement To Purchase and Sell 2 SECTION 1.2 Timing of Purchases 3 SECTION 1.3 Consideratio

Certificate of Amendment to the Company’s Certificate of Incorporation, dated October 29, 2018

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DIFFERENTIAL BRANDS GROUP INC. Differential Brands Group Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), certifies that: 1. The name of the Corporation is Differential Brands Group Inc. 2. The Eighth Amended and Restated Certificate of Incorpor

Form of Convertible Note

Exhibit 4.1 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN APPLICABLE EXEMPTION FROM REGISTRATION EV

Second Lien Guaranty Agreement, dated as of October 29, 2018, by and among U.S. Bank National Association, as Administrative Agent, Differential Brands Group Inc. and certain of its subisidiaries.*

EXHIBIT 10.6 SECOND LIEN GUARANTY AGREEMENT made among DIFFERENTIAL BRANDS GROUP INC., certain of its Subsidiaries and U.S. BANK NATIONAL ASSOCIATION as Administrative Agent Dated as of October 29, 2018 TABLE OF CONTENTS Page Section 1 defined terms 1 1.1 Definitions 1 1.2 Other Definitional Provisions 3 Section 2 GUARANTEE 4 2.1 Guarantee of Guaranteed Obligations 4 2.2 Limitation on Obligations

Second Lien Collateral Agreement, dated as of October 29, 2018, by and among U.S. Bank National Association, as Second Lien Collateral Agent, Differential Brands Group Inc. and certain of its subisidiaries.*

EXHIBIT 10.5 SECOND LIEN collateral AGREEMENT among DIFFERENTIAL BRANDS GROUP INC., certain of its Subsidiaries and U.S. BANK NATIONAL ASSOCIATION, as Second Lien Collateral Agent Dated as of October 29, 2018 TABLE OF CONTENTS Page Section 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 7 Section 2. GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL 8 Section

First Lien Guaranty Agreement, dated as of October 29, 2018, by and among Ares Capital Corporation, as Administrative Agent, Differential Brands Group Inc. and certain of its subisidiaries.*

EXHIBIT 10.3 FIRST LIEN GUARANTY AGREEMENT made among DIFFERENTIAL BRANDS GROUP INC., certain of its Subsidiaries and ARES CAPITAL CORPORATION as Administrative Agent Dated as of October 29, 2018 TABLE OF CONTENTS Page Section 1 defined terms 1 1.1 Definitions 1 1.2 Other Definitional Provisions 4 Section 2 GUARANTEE 4 2.1 Guarantee of Guaranteed Obligations 4 2.2 Limitation on Obligations Guarant

First Lien Collateral Agreement, dated as of October 29, 2018, by and among ACF Finco I LP, as First Lien Collateral Agent, Differential Brands Group Inc. and certain of its subisidiaries.*

EXHIBIT 10.2 FIRST LIEN COLLATERAL AGREEMENT among DIFFERENTIAL BRANDS GROUP INC., certain of its Subsidiaries and ACF FINCO I LP, as First Lien Collateral Agent Dated as of October 29, 2018 TABLE OF CONTENTS Page SECTION 1. DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 7 SECTION 2. GRANT OF SECURITY INTEREST; CONTINUING LIABILITY UNDER COLLATERAL 8 SECTION 3. REPRESENTATIONS

Separation Agreement, dated as of October 29, 2018, by and between Differential Brands Group Inc. and Michael Buckley

Exhibit 10.19 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (“Release”) is entered into by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and Michael Buckley (the “Executive” or “I”) (the Company and the Executive are collectively referred to as the “Parties”) as of October 29, 2018 (the “Execution Date”). Capitalized terms used but not

Exhibit 99.12

Exhibit 10.12 STOCKHOLDER AGREEMENT This STOCKHOLDER AGREEMENT (this “Agreement”), dated as of October 29, 2018, is by and among Differential Brands Group, Inc., a Delaware corporation (the “Corporation”) and the Stockholders (as defined below). WHEREAS, the Corporation, Global Brands Group Holding Limited, a Bermuda corporation with limited liability (“GBG Parent”), and GBG USA Inc., a Delaware c

Second Lien Credit Agreement, dated as of October 29, 2018, by and among Differential Brands Group Inc., as borrower, the lenders party thereto, and U.S. Bank National Association, as Administrative Agent and Collateral Agent.

Exhibit 10.4 EXECUTION VERSION SECOND LIEN CREDIT AGREEMENT Dated as of October 29, 2018, Among DIFFERENTIAL BRANDS GROUP INC., as Borrower, THE LENDERS PARTY HERETO, and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent Table of Contents Page Article I Definitions Section 1.01 Defined Terms 1 Section 1.02 Terms Generally 69 Section 1.03 Pro Forma Calculations 70 Section

First Lien Credit Agreement, dated as of October 29, 2018, by and among Differential Brands Group Inc., as borrower, the lenders party thereto, Ares Capital Corporation, as Joint Lead Arranger, Bookrunner and Administrative Agent, ACF Finco I LP, as revolving agent and collateral agent, and HPS Investment Partners, LLC, as Joint Lead Arranger, Bookrunner and Documentation Agent

EXHIBIT 10.1 FIRST LIEN CREDIT AGREEMENT Dated as of October 29, 2018, Among DIFFERENTIAL BRANDS GROUP INC., as Borrower, THE LENDERS PARTY HERETO, and ARES CAPITAL CORPORATION as Joint Lead Arranger, Bookrunner and Administrative Agent ACF FINCO I LP as Revolving Agent and Collateral Agent and HPS INVESTMENT PARTNERS, LLC as Joint Lead Arranger, Bookrunner and Documentation Agent Table of Content

Registration Rights Agreement, dated as of October 29, 2018, by and among Differential Brands Group Inc. and the investors party thereto.

Exhibit 10.14 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October, 2018, by and among Differential Brands Group Inc., a Delaware corporation (the “Company”) and each stockholder party hereto (each, a “Stockholder”). Each of the Company and the Stockholder may be referred to in this Agreement as a “Party,” and,

Employment Agreement dated as of October 29, 2018 by and between Centric Brands Inc. (formerly, Differential Brands Group Inc.) and Jason Rabin (incorporated by reference to Exhibit 10.17 to Current Report on Form 8-K filed on November 2, 2018)

Exhibit 10.17 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of October 29, 2018, by and between Differential Brands Group, Inc., a Delaware corporation (the “Company”), and Jason Rabin (the “Executive”). WITNESSETH WHEREAS, Executive possesses experience and expertise concerning the type of business and operations conducted by the Company; WHEREAS, pursuant to the Purchase and Sale Agreement

Centric Brands Inc. Announces Inducement Equity Grants

Exhibit 99.1 Centric Brands Inc. Announces Inducement Equity Grants NEW YORK – November 2, 2018 - Centric Brands Inc. (NASDAQ:CTRC) (the “Company”), a leading lifestyle brands collective, granted to Jason Rabin, as an inducement to accept his appointment as Chief Executive Officer of the Company, 4,100,000 restricted stock units (the “RSUs”) with respect to the Company’s common stock, $0.10 par va

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 29, 2018 Centric Brands Inc.

Letter Agreement dated October 29, 2018 by and among Differential Brands Group Inc., GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Aiguille des Grand Montets Fund II LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P., BTO Legend Holdings L.P. and Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) – NQ – ESC L.P.

Exhibit 10.20 EXECUTION VERSION This AGREEMENT (this “Agreement”) is entered into this 29th day of October, 2018, by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and each of the investors listed on the signature pages hereto (each, an “Investor”). The Investors are subscribing for shares of common stock, par value $0.10 per share (the “Common Stock”) of the Co

Receivables Purchase Agreement dated as of October 29, 2018, by and among Spring Funding, LLC, as seller, the purchasers from time to time party thereto, PNC Bank, National Association, as Administrative Agent, Differential Brands Group Inc., as initial Servicer, and PNC Capital Markets LLC, as Structuring Agent.

EXHIBIT 10.7 RECEIVABLES PURCHASE AGREEMENT Dated as of October 29, 2018 by and among SPRING FUNDING, LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, DIFFERENTIAL BRANDS GROUP INC., as initial Servicer, and PNC CAPITAL MARKETS LLC, as Structuring Agent Table of Contents Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Ce

Subordinated Convertible Promissory Notes Guaranty Agreement, dated as of October 29, 2018, by and among the Company and the Guarantors party thereto.

Exhibit 4.2 SUBORDINATED CONVERTIBLE PROMISORY NOTES GUARANTY AGREEMENT made among DIFFERENTIAL BRANDS GROUP INC., and certain of its Subsidiaries Dated as of October 29, 2018 TABLE OF CONTENTS Page SECTION 1 DEFINED TERMS 1 1.1 Definitions 1 1.2 Other Definitional Provisions 3 SECTION 2 GUARANTEE 3 2.1 Guarantee of Guaranteed Obligations 3 2.2 Limitation on Obligations Guaranteed 4 2.3 Nature of

Registration Rights Agreement, dated as of October 29, 2018, by and among Differential Brands Group Inc. and GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Aiguille des Grand Montets Fund II LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P., BTO Legend Holdings L.P. and Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P.

Exhibit 10.13 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 29, 2018, by and among Differential Brands Group Inc., a Delaware corporation (the “Company”) and the Stockholder (as defined below). Each of the Company and the Stockholder may be referred to in this Agreement as a “Party,” and, collectively, a

Specimen Common Stock Certificate of Centric Brands Inc.

Exhibit 4.3 CB CENTRIC BRANDS INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK CUSIP 156446 10 4 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT is the owner of FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.10 EACH OF CENTRIC BRANDS INC. (herein called the “Corporation”), transferable on the books of the Corporation by the holder hereof in pe

Form of Subscription Agreement for the Issuance of Common Stock.*

Exhibit 10.9 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into this 29th day of October, 2018, by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and (the “Subscriber”). WITNESETH: WHEREAS, the Company, Global Brands Group Holding Limited, a Bermuda corporation with limited liability (“GBG Parent”), and GBG USA Inc., a

Amendment No. 1 to Registration Rights Agreement, dated as of October 29, 2018, by and among Differential Brands Group Inc. and the consenting investors party thereto.

Exhibit 10.15 Execution Version AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT AMENDMENT NO. 1 (this “Amendment”), dated October 29, 2018, to the REGISTRATION RIGHTS AGREEMENT (as amended by this Amendment, the “Agreement”), made as of January 28, 2016, by and among Differential Brands Group Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto (each

Form of Subscription Agreement for the Issuance of Common Stock to GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Aiguille des Grand Montets Fund II LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P., BTO Legend Holdings L.P. and Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P *

EX-10.11 17 tv505172ex10-11.htm EXHIBIT 10.11 Exhibit 10.11 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into this 29th day of October, 2018, by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and each undersigned investor (each, a “Subscriber”). WITNESSETH: WHEREAS, the Company, Global Brands Group Holding Limited, a B

Omnibus Closing Letter Agreement, dated as of October 29, 2018, by and among Global Brands Group Holding Limited, GBG USA Inc. and Differential Brands Group Inc.*

EX-2.2 2 tv505172ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 Global Brands Group Holding Limited 9th Floor, LiFung Tower, 888 Cheung Sha Wan Road People’s Republic of China As of October 29, 2018 Differential Brands Group Inc. 1231 South Gerhant Avenue Commerce, CA 30022 USA Project Legend: Omnibus Closing Letter Agreement (the “Letter Agreement”) Ladies and Gentlemen: We refer to the purchase and sale agre

Form of Subscription Agreement for the Issuance of Common Stock and Convertible Notes to GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Aiguille des Grand Montets Fund II LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P., BTO Legend Holdings L.P. and Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) - NQ - ESC L.P *

Exhibit 10.10 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into this 29th day of October, 2018, by and between Differential Brands Group Inc., a Delaware corporation (the “Company”) and each undersigned subscriber (each, a “Subscriber”). WITNESSETH: WHEREAS, the Company, Global Brands Group Holding Limited, a Bermuda corporation with limited liability (“

CTRC / Centric Brands Inc. / Tengram Capital Partners Gen2fund, Lp - SCHEDULE 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(A) Centric Brands Inc. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 15644G 104 (CUSIP Number) Matthew D. Eby Ten

DIFFERENTIAL BRANDS GROUP COMPLETES ACQUISITION OF SIGNIFICANT PORTION OF GLOBAL BRANDS GROUP’S NORTH AMERICAN BUSINESS TO CREATE CENTRIC BRANDS INC.

Exhibit 99.1 DIFFERENTIAL BRANDS GROUP COMPLETES ACQUISITION OF SIGNIFICANT PORTION OF GLOBAL BRANDS GROUP’S NORTH AMERICAN BUSINESS TO CREATE CENTRIC BRANDS INC. - Transaction creates Centric Brands Inc. (NASDAQ: CTRC), a new lifestyle brands collective with anticipated pro forma annual revenue in excess of $2.3 billion - Jason Rabin to join Centric Brands as Chief Executive Officer, William Swee

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 30, 2018 Centric Brands Inc.

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 28, 2018 Differential Brands Group Inc.

DFBG / Differential Brands Group Inc. DEFINITIVE INFORMATION STATEMENT

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement DIFFERENTIAL BRAND

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 14, 2018 Differential Brands Group Inc.

DFBG Reports Second Quarter 2018 Results

DFBG Reports Second Quarter 2018 Results LOS ANGELES, CALIFORNIA, August 14, 2018 – Differential Brands Group Inc.

DFBG / Differential Brands Group Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-18926 DIFFE

DFBG / Differential Brands Group Inc. CORRESP

1095 Avenue of the Americas New York, NY 10036-6797 +1 212 698 3500 Main +1 212 698 3599 Fax www.

DFBG / Differential Brands Group Inc. PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement DIFFERENTIAL BRANDS GROUP INC. (Name

JOEZ / Joe's Jeans Inc. / Rabin Arthur - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.

JOEZ / Joe's Jeans Inc. / KNIGHT'S BRIDGE CAPITAL PARTNERS FUND 1 LP Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Differential Brands Group Inc.

Purchase and Sale Agreement, dated as of June 27, 2018, by and among Global Brands Group Holding Limited, GBG USA Inc. and Differential Brands Group Inc.

EX-2.1 2 tv497877ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT by and among Global brands group holding limited, GBG USA Inc., and Differential Brands Group Inc. Dated as of June 27, 2018 TABLE OF CONTENTS Page Article I DEFINITIONS; INTERPRETATION 2 Section 1.1 Defined Terms 2 Section 1.2 Other Definitions 16 Section 1.3 Interpretation; Absence of Presumption 18

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 27, 2018 Differential Brands Group Inc.

Second Lien Term Loan Facility Commitment Letter, dated June 27, 2018, by and between GSO Capital Partners LP and Differential Brands Group Inc.

Exhibit 10.2 EXECUTION VERSION GSO CAPITAL PARTNERS LP 345 Park Avenue New York, New York 10154 CONFIDENTIAL June 27, 2018 Differential Brands Group, Inc. 1231 South Gerhart Avenue Commerce, CA 90022 Project Legend $674,000,000 Second Lien Term Loan Facility Commitment Letter Ladies and Gentlemen: 1. Commitments GSO Capital Partners LP (together with its affiliates and funds and accounts managed o

Senior Secured Credit Facilities Commitment Letter, dated June 27, 2018, by and among Ares Capital Management LLC, HPS Investment Partners, LLC and Differential Brands Group Inc.

EX-10.1 3 tv497877ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Ares Capital Management LLC 245 Park Avenue, 44th Floor New York, New York 10167 HPS Investment Partners, LLC 40 West 57th Street New York, New York 10019 CONFIDENTIAL June 27, 2018 Differential Brands Group Inc. 1231 South Gerhart Avenue Commerce, CA 90022 Senior Secured Credit Facilities Commitment Letter Ladies and Gentlemen: Ares Capital M

Differential Brands Group to Acquire Majority of North American Division of Global Brands Group for $1.38 Billion - Will create leading North American consumer platform generating revenues in excess of $2.3 Billion

Exhibit 99.1 Differential Brands Group to Acquire Majority of North American Division of Global Brands Group for $1.38 Billion - Will create leading North American consumer platform generating revenues in excess of $2.3 Billion Los Angeles – (BUSINESSWIRE) – June 27, 2018 – Differential Brands Group Inc. (the “Company” or “Differential”) (NASDAQ:DFBG), a portfolio of global consumer brands compris

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 27, 2018 Differential Brands Group Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 dfbg-20180331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co

DFBG Reports First Quarter 2018 Results

DFBG Reports First Quarter 2018 Results LOS ANGELES, CALIFORNIA, May 15, 2018 – Differential Brands Group Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 15, 2018 Differential Brands Group Inc.

Differential Brands Group Reports Q4 and Annual 2017 Results

Differential Brands Group Reports Q4 and Annual 2017 Results LOS ANGELES, CALIFORNIA, April 2, 2018 – Differential Brands Group Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): April 2, 2018 Differential Brands Group Inc.

Subsidiaries of the Registrant

Exhibit 21.1 List of Significant Subsidiaries of Differential Brands Group Inc. Hudson Clothing Holdings, Inc., a Delaware corporation HC Acquisition Holdings, Inc., a Delaware corporation Hudson Clothing, LLC, a California limited liability company Innovo West Sales, Inc., a Texas corporation DBG Holdings Subsidiary, Inc., a California corporation DBG Subsidiary, Inc., a Delaware Corporation RG P

Amendment No. 3, dated as of March 27, 2018, to Credit and Security Agreement, dated as of January 28, 2016, by and among Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as Borrower or Guarantor, each of the lenders party thereto, and TCW Asset Management Company, as agent

Exhibit 10.33 AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT THIS AMENDMENT NO. 3 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is entered into as of March 27, 2018, by and among the lenders identified on the signature pages hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", and collectively, "Lenders"), TCW ASSET MAN

DFBG / Differential Brands Group Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 Commission file number: 0‑18926 DIFFERENTIAL BRANDS GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporat

JOEZ / Joe's Jeans Inc. / Tengram Capital Partners Gen2fund, Lp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* DIFFERENTIAL BRANDS GROUP INC. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of Securities) 25374L108 (CUSIP Number) Matthew D. Eby Tengram Capital Associates, LLC 15 Riverside Avenue Westport, CT 06880 Tel: (203) 454-69999 (Na

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 18, 2018 Differential Brands Group Inc.

Certificate of Designation of 10.0% Series A-1 Convertible Preferred Stock of Differential Brands Group Inc.

dfbgCurrentFolio8KEx31 Exhibit 3.1 CERTIFICATE OF DESIGNATION OF 10.0% SERIES A-1 CONVERTIBLE PREFERRED STOCK OF DIFFERENTIAL BRANDS GROUP INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Differential Brands Group Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the ?Corporation?), hereby certi

Submission of Matters to a Vote of Security Holders

dfbgcurrentfolio8k113017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 30, 2017 Differential Brands Group Inc.

Differential Brands Reports Third Quarter 2017 Results EBITDA Improves $1.4 million

EX-99.1 2 ex-99d1.htm EX-99.1 Differential Brands Reports Third Quarter 2017 Results EBITDA Improves $1.4 million LOS ANGELES, CALIFORNIA, November 14, 2017 – Differential Brands Group Inc. (the “Company”) (NASDAQ: DFBG), a portfolio of global premium consumer brands comprised of Hudson Jeans, Robert Graham and SWIMS, today announced financial results for the three and nine months ended September

Financial Statements and Exhibits, Results of Operations and Financial Condition

dfbgCurrentFolio8KEarnings UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 14, 2017 Differential Brands Group Inc.

DFBG / Differential Brands Group Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-18926

Differential Brands Group DEF 14A

dfbgCurrentFolio14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Differential Brands Group PRE 14A

dfbgCurrentFolio14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Differential Brands Reports Second Quarter 2017 Results Sales Increase 13%

EX-99.1 2 ex-99d1.htm EX-99.1 Differential Brands Reports Second Quarter 2017 Results Sales Increase 13% LOS ANGELES, CALIFORNIA, August 14, 2017 – Differential Brands Group Inc. (the “Company”) (NASDAQ: DFBG), a portfolio of global premium consumer brands comprised of Hudson Jeans, Robert Graham and SWIMS, today announced financial results for the three and six months ended June 30, 2017. For the

Third Amendment to Lease Agreement by and between The East Los Angeles Community Union and Hudson Clothing, LLC dated April 28, 2017

Exhibit 10.2 THIRD AMENDMENT This is the THIRD AMENDEMENT to the lease agreement, dated, March 12, 2012 by and between The East Los Angeles Community Union, a California Corporation (“Lessor”) and Hudson Clothing, LLC (“Lessee”). In reference to page 1 of 13, paragraph 1.3 of the lease agreement, the ending date is hereby extended to August 31, 2019. In reference to page 1 of 13, paragraph 1.5 of

DFBG / Differential Brands Group Inc. 10-Q (Quarterly Report)

10-Q 1 dfbg-20170630x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 14, 2017 Differential Brands Group Inc.

JOEZ / Joe's Jeans Inc. / Tengram Capital Partners Gen2fund, Lp - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* DIFFERENTIAL BRANDS GROUP INC. (Name of Issuer) Common Stock, $0.10 par value per share (Title of Class of Securities) 25374L108 (CUSIP Number) Matthew D. Eby Tengram Capital Associates, LLC 15 Riverside Avenue Westport, CT 06880 Tel: (203) 454-69999 (Na

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): July 18, 2017 Differential Brands Group Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-18926 11

Amendment No. 2 to Convertible Promissory Note Issued to Tengram Capital Fund II, L.P, dated July 18, 2017

dfbgCurrentFolio8KEx41 Exhibit 4.1 AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 2 to Convertible Promissory Note (this ?Amendment?), dated as of July 18, 2017, by and between Differential Brands Group Inc., a Delaware corporation (?Company?), and Tengram Capital Fund II, L.P., a Delaware limited partnership (?Holder?), amends that certain Convertible Promissory Note, dated Jul

First Amendment, dated as of June 16, 2017, by and among Differential Brands Group Inc., Hudson Clothing Holdings, Inc., HC Acquisition Holdings Inc., Hudson Clothing, LLC and Peter Kim

dfbgCurrentFolio8KEx101 Exhibit 10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment (this ?Amendment?) to the Employment Agreement dated as of September 8, 2015 (the ?Agreement?), is entered into by and between Differential Brands Group Inc. (formerly, Joe?s Jeans Inc.), a Delaware corporation (?Parent?), Hudson Clothing Holdings, Inc. (?HCH?), a Delaware corporation, HC Acquisition

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 16, 2017 Differential Brands Group Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-18926 11

Differential Brands Reports First Quarter 2017 Results

EX-99.1 2 ex-99d1.htm EX-99.1 Differential Brands Reports First Quarter 2017 Results LOS ANGELES, CALIFORNIA, May 15, 2017 – Differential Brands Group Inc. (the “Company”) (NASDAQ: DFBG), a portfolio of global premium consumer brands comprised of Hudson Jeans, Robert Graham and SWIMS, today announced financial results for the three months ended March 31, 2017: For the first quarter: · Net sales in

Financial Statements and Exhibits, Results of Operations and Financial Condition

dfbgCurrentFolio8KEarnings UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 15, 2017 Differential Brands Group Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-18926 DIFF

JOEZ / Joe's Jeans Inc. / Tengram Capital Associates, LLC - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE IN INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* DIFFERENTIAL BRANDS GROUP INC. (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of

Form of Restricted Stock Unit Award for Employees and Consultants under Differential Brands Group Inc. 2016 Stock Incentive Compensation Plan

Exhibit 10.14 Form of Employee and Consultant RSU Award DIFFERENTIAL BRANDS GROUP, INC., 2016 STOCK INCENTIVE COMPENSATION PLAN Notice of Restricted Stock Unit Grant Participant: [?] Company: Differential Brands Group, Inc. Notice: You have been granted the following Restricted Stock Units in accordance with the terms of this notice, the Restricted Stock Unit Award Agreement attached hereto as Att

Amendment No. 2, dated as of March 27, 2017, to Credit and Security Agreement, dated as of January 28, 2016, by and among Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as Borrower or Guarantor, each of the lenders party thereto, and TCW Asset Management Company, as agent

Exhibit 10.29 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this "Amendment") is entered into as of March 27, 2017 and effective as of December 31, 2016, by and among the lenders identified on the signature pages hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as

List of Significant Subsidiaries of Differential Brands Group Inc.

EX-21.1 7 dfbg-20161231ex211377590.htm EX-21.1 Exhibit 21.1 List of Significant Subsidiaries of Differential Brands Group Inc. Hudson Clothing Holdings, Inc., a Delaware corporation HC Acquisition Holdings, Inc., a Delaware corporation Hudson Clothing, LLC, a California limited liability company Innovo West Sales, Inc., a Texas corporation DBG Holdings Subsidiary, Inc., a California corporation DB

Amendment No. 2, dated as of March 27, 2017, to Credit and Security Agreement, dated as of January 28, 2016, by and among Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as Borrower or Guarantor, and Wells Fargo Bank National Association, as lender

Exhibit 10.28 EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AND SECURITY AGREEMENT (this ?Amendment?) is entered into as of March 27, 2017 and effective as of December 31, 2016, by and WELLS FARGO BANK, NATIONAL ASSOCIATION (?Lender?), DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (?Parent?), DBG SUBSIDIARY INC., a Delaware corporation (

Form of Restricted Stock Unit Award for Non-Employee Directors under Differential Brands Group Inc. 2016 Stock Incentive Compensation Plan

Exhibit 10.16 Form of Non-Employee Director RSU Award DIFFERENTIAL BRANDS GROUP, INC., 2016 STOCK INCENTIVE COMPENSATION PLAN Notice of Restricted Stock Unit Grant Participant: [?] Company: Differential Brands Group, Inc. Notice: You have been granted the following Restricted Stock Units in accordance with the terms of this notice, the Restricted Stock Unit Award Agreement attached hereto as Attac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 Commission file number: 0‑18926 DIFFERENTIAL BRANDS GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporat

Form of Performance Stock Unit Award under Differential Brands Group Inc. 2016 Stock Incentive Compensation Plan

Exhibit 10.15 Form of PSU Award DIFFERENTIAL BRANDS GROUP, INC., 2016 STOCK INCENTIVE COMPENSATION PLAN Notice of Performance Stock Unit Grant Participant: [?] Company: Differential Brands Group, Inc. Notice: You have been granted the following Performance Stock Units in accordance with the terms of this notice, the Performance Stock Unit Award Agreement attached hereto as Attachment A (such notic

Differential Brands Group 8-K (Current Report/Significant Event)

dfbgCurrentFolio8KEarnings UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 9, 2017 Differential Brands Group Inc.

Differential Brands Group Reports Fourth Quarter and Fiscal Year 2016 Results

EX-99.1 2 dfbgex991earnings.htm EX-99.1 Differential Brands Group Reports Fourth Quarter and Fiscal Year 2016 Results LOS ANGELES, CALIFORNIA, March 9, 2017 – Differential Brands Group Inc. (the “Company”) (NASDAQ: DFBG), a portfolio of global consumer brands comprised of Hudson Jeans, Robert Graham and SWIMS, today announced financial results for the three and twelve months ended December 31, 201

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 28, 2017 Differential Brands Group Inc.

General Release Agreement, dated as of February 28, 2017, by and between Differential Brands Group Inc. and Hamish Sandhu

dfbgCurrentFolio8KEx101 Exhibit 10.1 GENERAL RELEASE THIS GENERAL RELEASE (this ?Release?) is entered into effective as of February 28, 2017, (the ?Effective Date?) by and among Differential Brands Group Inc. (formerly, Joe?s Jeans Inc.) (the ?Company?), and Hamish Sandhu (?Executive?), with reference to the following facts: RECITALS A.The parties entered into an Employment Agreement, dated with a

Power of Attorney

Exhibit 24.1 Power of Attorney Know all by these presents, each of the undersigned hereby constitutes and appoints each of Lori Nembirkow and Kristen Fowler, each as signing singly, the undersigned?s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, all documents relating to the beneficial ownership of securities in Differential Brands Group Inc. (the ?Company?

Differential Brands Group Appoints Bob Ross as Chief Financial Officer

dfbgCurrentFolio8KEx991 Exhibit 99.1 Differential Brands Group Appoints Bob Ross as Chief Financial Officer LOS ANGELES, CA, January 26, 2017 (BUSINESS WIRE) ? Differential Brands Group Inc. (the ?Company?) (NASDAQ:DFBG), today announced that Bob Ross has been appointed Chief Financial Officer, effective January 30, 2017, replacing Hamish Sandhu. In this role, he will report to Michael Buckley, th

Employment Agreement, dated as of January 30, 2017, by and between Differential Brands Group Inc. and Bob Ross

dfbgCurrentFolio8KEx101 Exhibit 10.1 EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of January 30, 2017, by and between Differential Brands Group, Inc., a Delaware corporation (the ?Company?), and Bob Ross (?Executive?) sets forth the understanding which has been reached concerning the terms and conditions of the employment relationship between the parti

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 dfbg-20170126x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 26, 2017 Differential Brands Group Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporat

Amendment No. 1 to Convertible Promissory Note Issued to Tengram Capital Fund II, L.P, dated January 18, 2017

dfbgCurrentFolio8KEx41 EXHIBIT 4.1 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE This AMENDMENT NO. 1, effective as of January 18, 2017 (this ?Amendment?) to the Convertible Promissory Note dated July 18, 2016 in favor of Tengram Capital Partners Fund II, L.P., a Delaware limited partnership, or its registered assigns (the ?Holder?), in the original principal amount of THIRTEEN MILLION AND 00/100

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 18, 2017 Differential Brands Group Inc.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 dfbg-20161128x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 28, 2016 Differential Brands Group Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorpora

Joinder Agreement to the Credit and Security Agreement, entered into on November 28, 2016 between DFBG Swims, LLC, Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as a Borrower or Guarantor, and Wells Fargo Bank, National Association, as lender.

dfbgCurrentFolio8kEx102 Exhibit 10.2 JOINDER AGREEMENT THIS JOINDER AGREEMENT (this ?Joinder Agreement?), dated as of November 28, 2016, is by and between DFBG SWIMS, LLC, a Delaware limited liability company (the ?New Borrower?) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the ?Lender?), as lender under that certain Credit and Security Agreement (as the same may be amended, amended and restated, m

Joinder to and Modification of the Amended and Restated Deferred Purchase Factoring Agreement, entered into on November 28, 2016, between DFBG Swims, LLC, Robert Graham Designs, LLC, Hudson Clothing LLC and The CIT Group/Commercial Services, Inc.

dfbgCurrentFolio8kEx101 Exhibit 10.1 JOINDER TO AND MODIFICATION OF AMENDED AND RESTATED DEFERRED PURCHASE FACTORING AGREEMENT THIS JOINDER TO AND MODIFICATION OF AMENDED AND RESTATED DEFERRED PURCHASE FACTORING AGREEMENT (this ?Joinder?) is made as of November 28, 2016, by and among DFBG SWIMS, LLC, a Delaware limited liability company (?Additional Client?), each undersigned Existing Client (as s

Joinder Agreement to the Credit and Security Agreement, entered into on November 28, 2016, between DFBG Swims, LLC, Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as a Borrower or Guarantor, each of the lenders party thereto, and TCW Asset Management Company, as agent

dfbgCurrentFolio8kEx103 EXHIBIT 10.3 JOINDER AGREEMENT THIS JOINDER AGREEMENT (this ?Joinder Agreement?), dated as of November 28, 2016, is by and between DFBG SWIMS, LLC, a Delaware limited liability company (the ?New Borrower?) and TCW ASSET MANAGEMENT COMPANY as Agent (in such capacity, the ?Agent?) for the Lenders referred to below under that certain Credit and Security Agreement (as the same

Differential Brands Group S-8

dfbgs8 As filed with the Securities and Exchange Commission on NOVEMBER 28, 2016 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

dfbgCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 14, 2016 Differential Brands Group Inc.

EX-99.1

dfbgEx991 Differential Brands Group Inc. Reports Third Quarter Fiscal 2016 Results Third Quarter Net Sales were $41.2 million LOS ANGELES, CALIFORNIA, November 14, 2016 ? Differential Brands Group Inc. (the ?Company?) (NASDAQ: DFBG) today announced financial results for the third quarter ended September 30, 2016. For the third quarter ended September 30, 2016: ? Consolidated net sales were $41.2 m

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 14, 2016 Differential Brands Group Inc.

Differential Brands Group Inc. Reports Third Quarter Fiscal 2016 Results Third Quarter Net Sales were $41.2 million

dfbgEx991 Differential Brands Group Inc. Reports Third Quarter Fiscal 2016 Results Third Quarter Net Sales were $41.2 million LOS ANGELES, CALIFORNIA, November 14, 2016 ? Differential Brands Group Inc. (the ?Company?) (NASDAQ: DFBG) today announced financial results for the third quarter ended September 30, 2016. For the third quarter ended September 30, 2016: ? Consolidated net sales were $41.2 m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-18926

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 dfbgcurrentfolio8k110.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 7, 2016 Differential Brands Group Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incor

AMENDED AND RESTATED JOE’S JEANS INC.,DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (the “Corporation”) (Adopted as of July 6, 2015 As amended through November 7, 2016)

dfbgEx32 Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF JOE?S JEANS INC.,DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (the ?Corporation?) (Adopted as of July 6, 2015 As amended through November 7, 2016) AMENDED AND RESTATED BY-LAWS OF JOE?S JEANS INC.DIFFERENTIAL BRANDS GROUP INC. ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of D

Amended and Restated Bylaws of Differential Brands Group Inc., adopted as of July 6, 2015, as amended through November 7, 2016

EX-3.1 2 dfbgex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BY-LAWS OF DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (the “Corporation”) (Adopted as of July 6, 2015 As amended through November 7, 2016) AMENDED AND RESTATED BY-LAWS OF DIFFERENTIAL BRANDS GROUP INC. ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall

Differential Brands Group Inc. 2016 Stock Incentive Compensation Plan

EX-10.1 4 dfbgex101.htm EX-10.1 Exhibit 10.1 DIFFERENTIAL BRANDS GROUP, INC., 2016 STOCK INCENTIVE COMPENSATION PLAN 1. Establishment; Effective Date; Purposes; and Duration. (a) Establishment of the Plan; Effective Date. Differential Brands Group, Inc., a Delaware corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Differential Brands Group, Inc.,

Differential Brands DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Differential Brands DEF 14A

DEF 14A 1 dfbg-20161107xdef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of t

Differential Brands 14A

PRE 14A 1 dfbg-20161006xpre14a.htm Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commi

Differential Brands 8-K (Current Report/Significant Event)

dfbgCurrentFolio8K-AGM Date Announcement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 4, 2016 Differential Brands Group Inc.

Differential Brands Group 8-K/A (Current Report/Significant Event)

dfbgCurrentFolio8KA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 18, 2016 Differential Brands Group Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 dfbg-20160908x8k.htm 8-K 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): September 8, 2016 Differential Brands Group Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpo

SEPTEMBER 8, 2016

dfbgEx991 Exhibit 99.1 SEPTEMBER 8, 2016 DISCLAIMER Forward-Looking Statements This slide presentation and the accompanying oral presentation of Differential Brands Group, Inc. (?Differential?) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements involve Differential?s plans, objectives, goal

Differential Brands NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-18926 CUSIP NUMBER 25374L108 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2016 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transit

Differential Brands NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-18926 CUSIP NUMBER 25374L108 (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2016 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transit

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 10, 2016 Differential Brands Group Inc.

Differential Brands Group Inc. Reports Second Quarter Fiscal 2016 Results Second Quarter Net Sales were $32.4 million

Exhibit 99.1 Differential Brands Group Inc. Reports Second Quarter Fiscal 2016 Results Second Quarter Net Sales were $32.4 million LOS ANGELES, CALIFORNIA, August 16, 2016 ?Differential Brands Group Inc. (the ?Company?) (NASDAQ: DFBG) today announced financial results for the second quarter ended June 30, 2016. For the second quarter ended June 30, 2016: ? Consolidated net sales were $32.4 million

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 10, 2016 Differential Brands Group Inc.

Differential Brands Group Inc. Reports Second Quarter Fiscal 2016 Results Second Quarter Net Sales were $32.4 million

Exhibit 99.1 Differential Brands Group Inc. Reports Second Quarter Fiscal 2016 Results Second Quarter Net Sales were $32.4 million LOS ANGELES, CALIFORNIA, August 16, 2016 ?Differential Brands Group Inc. (the ?Company?) (NASDAQ: DFBG) today announced financial results for the second quarter ended June 30, 2016. For the second quarter ended June 30, 2016: ? Consolidated net sales were $32.4 million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-18926 DIFFE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-18926 DIFFE

DISCLAIMER Forward-Looking Statements This slide presentation and the accompanying oral presentation of Differential Brands Group, Inc. (“Differential”) may contain forward-looking statements within the meaning of the Private Securities Litigation Re

Exhibit 99.1 [LOGO] DISCLAIMER Forward-Looking Statements This slide presentation and the accompanying oral presentation of Differential Brands Group, Inc. (?Differential?) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements involve Differential?s plans, objectives, goals, strategies, expect

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a16-1514918k.htm 8-K 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): July 20, 2016 Differential Brands Group Inc. (Exact name of registrant as specified in its charter) Delaware 0-18926 11-2928178 (State or other jurisdiction

Form of Convertible Promissory Note Issued to Tengram Capital Fund II, L.P., dated July 18, 2016

Exhibit 4.3 EXECUTION VERSION CONVERTIBLE PROMISSORY NOTE NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, HOLDER ACKNOWLEDGES THAT THIS CONVERTIBLE PROMISSORY NOTE, THE INDEBTEDNESS EVIDENCED BY THIS NOTE AND THE EXERCISE OF ANY RIGHT OR REMEDY BY HOLDER ARE SUBORDINATE TO THE SENIOR DEBT (AS DEFINED BELOW) IN THE MANNER AND TO THE EXTENT SET FORTH IN SECTION 7 AND THE OTHER PROVISIONS

Consent and Amendment No. 1, dated as of July 18, 2016, to Credit and Security Agreement, dated as of January 28, 2016, by and among Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as Borrower or Guarantor, each of the lenders party thereto, and TCW Asset Management Company, as agent

Exhibit 4.5 EXECUTION VERSION CONSENT AND AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT THIS CONSENT AND AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of July 18, 2016, by and among the lenders identified on the signature pages hereto (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, and

Purchase Agreement, dated as of July 18, 2016, by and among Differential Brands Group, Inc., DFBG Swims LLC, each shareholder of SWIMS AS signatory thereto and set forth in Exhibit A thereto, Øystein Alexander Eskeland and Atle Søvik, acting jointly as the representatives of the Sellers named therein, and, for certain limited purposes, TCP Denim, LLC, TCP RG, LLC, and TCP RG II, LLC

Exhibit 2.1 EXECUTION VERSION PURCHASE AGREEMENT among DIFFERENTIAL BRANDS GROUP INC., as Parent, DFBG SWIMS LLC, as the Buyer, THE SHAREHOLDERS OF SWIMS AS, as the Sellers, and ØYSTEIN ALEXANDER ESKELAND AND ATLE SØVIK, acting jointly as the Sellers’ Representative, regarding the share capital of SWIMS AS, as the Company Dated as of July 18, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Sec

Differential Brands Group Announces Acquisition of SWIMS Brand Company Expands Portfolio of Premium Consumer Brands with the Addition of Fast-Growing Scandinavian Leader in Contemporary Footwear & Apparel

Exhibit 99.1 Differential Brands Group Announces Acquisition of SWIMS Brand Company Expands Portfolio of Premium Consumer Brands with the Addition of Fast-Growing Scandinavian Leader in Contemporary Footwear & Apparel ? First Acquisition for Differential Brands? Omni-Channel, Premium-Plus Platform ? The Unique Brand Positioning for SWIMS Complements Differential?s Platform Offerings ? SWIMS? Inter

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 a16-1515118k.htm 8-K 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): July 18, 2016 Differential Brands Group Inc. (Exact name of registrant as specified in its charter) Delaware 0-18926 11-2928178 (State or other jurisdiction

Consent and Amendment No. 1, dated as of July 18, 2016, to Credit and Security Agreement, dated as of January 28, 2016, by and among Differential Brands Group Inc. and certain of its subsidiaries party thereto, each as Borrower or Guarantor, and Wells Fargo Bank National Association, as lender

Exhibit 4.4 CONSENT AND AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT THIS CONSENT AND AMENDMENT NO. 1 TO CREDIT AND SECURITY AGREEMENT (this “Amendment”) is entered into as of July 18, 2016, by and among WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”), DIFFERENTIAL BRANDS GROUP INC., a Delaware corporation (“Parent”), DBG SUBSIDIARY INC., a Delaware corporation (“DBG”), HUDSON CLOTHING, LLC,

Form of Common Stock Purchase Warrant Issued to Tengram Capital Partners Fund II, L.P. on July 18, 2016

Exhibit 4.2 FINAL FORM NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WIT

Form of Common Stock Purchase Warrant Issued in Connection with Purchase Agreement, dated July 18, 2016

Exhibit 4.1 FINAL FORM NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WIT

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

8-K 1 a16-1463118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 6, 2016 Differential Brands Group Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-1

Letter from Moss Adams LLP to the Securities and Exchange Commission, dated July 8, 2016.

Exhibit 16.1 July 8, 2016 U. S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 (a) of Form 8-K of Differential Brands Group Inc. filed with the SEC on July 8, 2016 and are in agreement with the statements contained in the second and third paragraphs under such section. We have no basis to agree

Differential Brands SD

SD 1 a16-122351sd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Differential Brands Group Inc. (Exact name of the registrant as specified in its charter) Delaware 0-18926 11-2928178 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 1231 South Gerhart Avenue, Commerce, Cali

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a16-1206618k.htm 8-K 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): May 25, 2016 Differential Brands Group Inc. (Exact name of registrant as specified in its charter) Delaware 0-18926 11-2928178 (State or other jurisdiction

MAY 25, 2016

Exhibit 99.1 MAY 25, 2016 DISCLAIMER Forward-Looking Statements This slide presentation and the accompanying oral presentation of Differential Brands Group, Inc. (?Differential?) may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements involve Differential?s plans, objectives, goals, strategies,

May 16, 2016

Exhibit 16.1 May 16, 2016 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549-7561 Re: Differential Brands Group Inc. Commission File Number: 000-18926 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Differential Brands Group Inc. dated May 16, 2016, and agree with the statements concerning our Firm contained therein. Sincerely, /s/

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

8-K 1 a16-1135818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 12, 2016 Differential Brands Group Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 0-1

Differential Brands Group Inc. Reports Adjusted Operating Income of $2.4 million for the 1st Quarter of Fiscal 2016

Exhibit 99.1 Differential Brands Group Inc. Reports Adjusted Operating Income of $2.4 million for the 1st Quarter of Fiscal 2016 LOS ANGELES, CALIFORNIA, May 16, 2016 ?Differential Brands Group Inc. (the ?Company?) (NASDAQ: DFBG) today announced financial results for the first quarter ended March 31, 2016. Highlights were: ? Consolidated first quarter net sales of $34.9 million and $37.3 million o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-18926 DIFF

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (unless otherwise indicated, dollars are in thousands)

Exhibit 99.3 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (unless otherwise indicated, dollars are in thousands) Introduction The following discussion and analysis of financial condition and results of operations should be read in conjunction with RG Parent LLC?s (?RG?) historical audited consolidated financial statements as of and for the years ended Decem

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 3 a16-75101ex99d1.htm EX-99.1 Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members RG Parent LLC and Subsidiaries We have audited the accompanying consolidated balance sheets of RG Parent LLC and Subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of comprehensive income, changes in members’ equity, and cash

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 28, 2016 Differential B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 28, 2016 Differential Brands Group Inc. (Exact name of registrant as specified in its charter) Delaware 0-18926 11-2928178 (State or other jurisdiction (Commission (I.R.S. E

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information and related notes (the “Pro Forma Financial Information”) present the historical condensed combined financial information of RG Parent LLC (“RG”) and Joe’s Jeans Inc. (now known as Differential Brands Group Inc.) (the “Company”) after giving effect to

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 14, 2016 Differential Brands Group Inc. (Exact name of registrant as specified in its charter) Delaware 0-18926 11-2928178 (State or other jurisdiction (Commission (I.R.S. Emplo

MARCH 2016

Exhibit 99.1 MARCH 2016 MARCH 2016 AGENDA Disclaimer Mission Statement Company Philosophy Executive Summary Playbook for Growth Robert Graham Hudson Final Thoughts DISCLAIMER Forward-Looking Statements This slide presentation and the accompanying oral presentation of Differential Brands Group, Inc. (“Differential”) may contain forward-looking statements within the meaning of the Private Securities

Differential Brands Group ESP

Differential Brands Group Inc. 1231 South Gerhart Avenue Commerce, California 90022 March 2, 2016 Via Edgar Transmission Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Attention: Blaise Rhodes Rufus Decker Re: Differential Brands Group Inc. Form 8-K Filed January 29, 2016 File No. 000-18926 Dear Mr. Rhodes: On behalf of Differential Br

Employment Agreement, dated as of January 28, 2016, by and between the Differential Brands Group Inc. and Michael Buckley.

Exhibit 10.44 EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of January 28, 2016, by and between Differential Brands Group Inc. (f/k/a Joe?s Jeans Inc.), a Delaware corporation (the ?Company?), and Michael Buckley (?Executive?) shall become effective after full execution and upon the Closing (as defined in the Agreement and Plan of Merger, dated as of Se

Lease Agreement, dated March 12, 2012, by and between The East Los Angeles Community Union and Hudson Clothing LLC, as amended.

Exhibit 10.45 FIRST AMENDMENT This is the FIRST AMENDEMENT to the lease agreement, dated, March 12, 2012 by and between The East Los Angeles Community Union, a California Corporation (?Lessor?) and Hudson Clothing. LLC (?Lessee?). In reference to page 1 of 13, paragraph 1.3 of the lease agreement, the ending date is hereby extended to August 31, 2015. In reference to page 1 of 13, paragraph 1.5 of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2015 Commission file number: 0-18926 DIFFERENTIAL BRANDS GROUP INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporat

Amended and Restated Deferred Purchase Factoring Agreement, dated January 28, 2016, by and among The CIT Group/Commercial Services, Inc., Robert Graham Designs, LLC, and Hudson Clothing Holdings, Inc.

Exhibit 10.46 January 28, 2016 Robert Graham Designs, LLC 264 W 40th Street New York, New York 10018 Hudson Clothing, LLC 1231 S. Gerhart Avenue Commerce, CA 90022 AMENDED AND RESTATED DEFERRED PURCHASE FACTORING AGREEMENT Ladies and Gentlemen: We are pleased to confirm the terms and conditions that will govern our funds in use accounting, non-borrowing, notification deferred purchase factoring ar

List of Significant Subsidiaries of Differential Brands Group Inc.

EX-21 5 a2227457zex-21.htm EX-21 Exhibit 21 List of Significant Subsidiaries of Differential Brands Group Inc. Hudson Clothing Holdings, Inc., a Delaware corporation HC Acquisition Holdings, Inc., a Delaware corporation Hudson Clothing, LLC, a California limited liability company Innovo West Sales, Inc., a Texas corporation DBG Holdings Subsidiary, Inc., a California corporation DBG Subsidiary, In