Obligation Tailored Brands Inc 7% ( US587118AE09 ) en USD

Tailored Brands Inc

0.17 % ⇌

Etats-unis

US587118AE09 ( en USD )

7% par an ( paiement semestriel )

30/06/2022 - Obligation échue

Prospectus brochure de l'obligation Tailored Brands Inc US587118AE09 en USD 7%, échue

2 000 USD

228 207 000 USD

587118AE0

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L'Obligation émise par Tailored Brands Inc ( Etats-unis ) , en USD, avec le code ISIN US587118AE09, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2022
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Table of Contents
Table of Contents 2
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-203073
Prospectus
The Men's Wearhouse, Inc.
Offer to Exchange
up to $600,000,000 principal amount of its 7.00% Senior Notes due 2022
which have been registered under the Securities Act of 1933
for
any and all of its outstanding unregistered 7.00% Senior Notes due 2022
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME,
ON JUNE 23, 2015, UNLESS EXTENDED
This is an offer to exchange new 7.00% Senior Notes due 2022 (the "new notes") of The Men's Wearhouse, Inc. ("Men's Wearhouse" or the
"Company") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for the Company's currently outstanding,
unregistered 7.00% Senior Notes due 2022 (the "original notes" and together with the new notes, the "notes").
Terms of the new notes offered in the exchange offer:
·
The new notes will be governed by the original indenture and the terms of the new notes are substantially identical to the terms of the
original notes that were issued on June 18, 2014, except that the new notes will be registered under the Securities Act, will not contain
any legend restricting their transfer, registration rights or provisions for special interest and will bear a different CUSIP number.
·
There is no established trading market for the new notes, and the Company does not intend to apply for listing of the new notes on any
securities exchange or market quotation system.
·
The original notes are, and the new notes will be, guaranteed, jointly and severally, on an unsecured basis by Twin Hill Acquisition
Company, Inc., Renwick Technologies, Inc., TMW Merchants LLC, TMW Purchasing LLC, MWDC Holding Inc., MWDC Texas Inc.,
K&G Men's Company Inc., JA Holding, Inc., JA Apparel Corp., Nashawena Mills Corp., Edera Inc., Joseph Abboud Manufacturing
Corp., JA Apparel, LLC, Jos. A. Bank Clothiers, Inc., The Joseph A. Bank Mfg. Co., Inc. and TS Servicing Co., LLC (collectively, the
"Guarantors") and each future direct and indirect wholly-owned (i.e. 100% owned) U.S. subsidiary of the Company that becomes a
borrower or a guarantor under the Term Loan Facility (as defined herein).
·
The notes and the guarantees are not secured obligations of the Company or the Guarantors and are effectively subordinated to our and
the Guarantors' existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.
Terms of the exchange offer:
·
The exchange offer expires at 5:00 p.m., New York City time, on June 23, 2015, unless it is extended.
·
The exchange offer is subject to customary conditions that may be waived by the Company.
·
All original notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for
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an equal principal amount of new notes.
·
Tenders of original notes may be withdrawn at any time prior to the expiration of the exchange offer.
·
None of the Company or the Guarantors will receive any proceeds from the issuance of new notes in the exchange offer.
·
The exchange of the original notes for the new notes will not be a taxable exchange for United States federal income tax purposes.
·
If you fail to tender your original notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.
See "Risk Factors" beginning on page 10 for a discussion of matters that participants in the exchange offer should consider.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 26, 2015.
Table of Contents
Table of Contents
SUMMARY

1
RATIO OF EARNINGS TO FIXED CHARGES

10
RISK FACTORS

10
THE EXCHANGE OFFER

28
USE OF PROCEEDS

38
CAPITALIZATION

38
SELECTED FINANCIAL DATA OF MEN'S WEARHOUSE

39
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

41
DESCRIPTION OF OTHER INDEBTEDNESS.

47
DESCRIPTION OF NOTES

50
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
100
BOOK-ENTRY, DELIVERY AND FORM
105
PLAN OF DISTRIBUTION
109
LEGAL MATTERS
110
EXPERTS
110
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
110
JOS. A. BANK FINANCIAL STATEMENTS
F-1
This prospectus incorporates important business and financial information about the Company that is not included in or delivered with
this prospectus. The Company will provide this information to you at no charge upon written or oral request directed to: The
Men's Wearhouse, Inc., 6380 Rogerdale Road, Houston, TX 77072, 281-776-7000, Attn: Corporate Compliance. In order to ensure timely
delivery of the information, any request should be made by June 16, 2015.
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such new notes. The accompanying letter of transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or
supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for original notes where
such new notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on
the date hereof (the "Expiration Date") and ending on the close of business 90 days after the Expiration Date, we will make this prospectus available to
any broker-dealer for use in connection with any such resale. See "Plan of Distribution."
The Company has not authorized any person to give you any information or to make any representations about the exchange offer other than those
contained in this prospectus. If you are given any information or representations that are not discussed in this prospectus, you must not rely on that
information or those representations. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than the securities to
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which it relates. In addition, this prospectus is not an offer to sell or the solicitation of an offer to buy those securities in any jurisdiction in which the
offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is
unlawful to make an offer or solicitation. The delivery of this prospectus and any exchange made under this prospectus do not, under any circumstances,
mean that there has not been any change in the affairs of the Company since the date of this prospectus or that information contained in this prospectus
is correct as of any time subsequent to its date.
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Table of Contents
Notice to Investors
This prospectus contains summaries of the terms of certain agreements in a manner we believe to be accurate in all material respects. However, we
refer you to the actual agreements for complete information relating to those agreements. All summaries contained in this prospectus are qualified in
their entirety by this reference.
Notice to New Hampshire Residents
Neither the fact that a registration statement or an application for a license has been filed under Chapter 421-B
of the New Hampshire Revised Statutes Annotated, as amended, with the State of New Hampshire nor the fact that
a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the
Secretary of State that any document filed under RSA 421-B is true, complete and not misleading. Neither any such
fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary
of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any
person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser,
customer, or client any representation inconsistent with the provisions of this paragraph.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this prospectus contain "forward-looking" information (as defined in the Private Securities Litigation Reform Act of
1995) that involves risk and uncertainty. These forward-looking statements may include, but are not limited to, references to, sales, earnings, margins,
costs, number and costs of store openings, future capital expenditures, acquisitions, synergies, demand for clothing, market trends in the retail and
corporate apparel clothing business, currency fluctuations, inflation and various economic and business trends. Forward-looking statements may be
made by management orally or in writing, including, but not limited to, Management's Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015 incorporated by reference in this prospectus.
Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the
anticipated or expected results expressed in or suggested by these forward-looking statements. Factors that might cause or contribute to such differences
include, but are not limited to: actions by governmental entities; domestic and international economic activity and inflation; success, or lack thereof, in
executing our internal operating plans and new store and new market expansion plans, as well as integration of acquisitions including Jos. A. Bank
Clothiers, Inc.; performance issues with key suppliers; disruption in buying trends due to homeland security concerns; severe weather; foreign currency
fluctuations; government export and import policies; advertising or marketing activities of competitors; and legal proceedings. Future results will also be
dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to
integrate such expansions with our existing operations.
These forward-looking statements are based upon management's current beliefs or expectations and are inherently subject to significant business,
economic and competitive uncertainties and contingencies and third party approvals, many of which are beyond our control. These forward-looking
statements are intended to convey the Company's expectations about the future, and speak only as of the date they are made. We undertake no obligation
to publicly update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future
developments or otherwise.
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Guarantors
TWIN HILL ACQUISITION COMPANY, INC.

JA APPAREL CORP.
RENWICK TECHNOLOGIES, INC.

NASHAWENA MILLS CORP.
TMW MERCHANTS LLC

EDERA INC.
TMW PURCHASING LLC

JOSEPH ABBOUD MANUFACTURING CORP.
MWDC HOLDING INC.

JA APPAREL, LLC
MWDC TEXAS INC.

JOS. A. BANK CLOTHIERS, INC.
K&G MEN'S COMPANY INC.

THE JOSEPH A. BANK MFG. CO., INC.
JA HOLDING, INC.

TS SERVICING CO., LLC
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SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus and does not contain all the information
you should consider before tendering original notes in the exchange offer. You should carefully read the entire prospectus, including the documents
incorporated in it by reference. The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed
information appearing elsewhere in this prospectus. In particular, you should read the section entitled "Risk Factors" included elsewhere in this
prospectus and our financial statements and the related notes thereto that appear elsewhere in, or incorporated by reference into, this prospectus. This
prospectus and the letter of transmittal that accompanies it collectively constitute the exchange offer.
References in this prospectus to "fiscal year" or "fiscal" refer to our financial reporting years ending on the Saturday closest to January 31 in the
following calendar year. In this prospectus, unless otherwise specified or as the context otherwise requires, "Men's Wearhouse," "the Company," "we,"
"our," "ours" and "us" refer to The Men's Wearhouse, Inc. and its consolidated subsidiaries. References to "Jos. A. Bank" or "JOSB" refer to Jos. A.
Bank Clothiers, Inc. and its consolidated subsidiaries.
Our Company
Founded in 1973, we are the largest specialty retailer of men's suits and the largest provider of tuxedo rental product in the United States ("U.S.")
and Canada. At January 31, 2015, we operated a total of 1,758 retail stores, with 1,635 stores in the U.S. and Puerto Rico as well as 123 stores in
Canada. Our U.S. retail stores are operated under the brand names Men's Wearhouse (698 stores), Men's Wearhouse and Tux (210 stores), Jos. A. Bank
(636 stores, excluding 15 franchise stores), and K&G (91 stores) in 50 states, the District of Columbia and Puerto Rico. Our 123 Canadian stores are
operated under the brand name Moores Clothing for Men ("Moores") in ten provinces. In addition, at January 31, 2015, we operated 34 retail dry
cleaning, laundry and heirlooming facilities through MW Cleaners in Texas. Also, we recently acquired JA Holding, Inc. ("JA Holding"), the parent
company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory. These operations comprise our retail segment.
In our retail segment, we offer our products and services through our four retail merchandising brands--Men's Wearhouse/Men's Wearhouse and
Tux, Jos. A. Bank, Moores, K&G--and the internet at www.menswearhouse.com, www.josbank.com and www.josephabboud.com. Our stores are
located throughout the U.S. and Canada and carry a wide selection of exclusive and non-exclusive merchandise brands. MW Cleaners is also included
in the retail segment, as these operations have not had a significant effect on our revenues or expenses. Also, as a result of our acquisition of JA
Holding, we operate a factory in New Bedford, Massachusetts that manufactures quality U.S. made tailored clothing including designer suits, tuxedos,
sport coats and slacks which we sell in our Men's Wearhouse stores and at www.josephabboud.com.
Additionally, our corporate apparel segment includes our corporate apparel and uniform operations conducted by Twin Hill in the U.S. and
Dimensions, Alexandra and Yaffy in the United Kingdom ("UK"). These operations provide corporate clothing uniforms and workwear to workforces
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through multiple channels including managed corporate accounts, catalogs and the Internet. We offer a wide variety of customer branded apparel such
as shirts, blouses, trousers, skirts and suits as well as a wide range of other products from aprons to safety vests to high visibility police outerwear. With
respect to our managed contracts, we generally provide complete management of our customers' corporate clothing programs from design, fabric
buying and manufacture to measuring, product roll-outs and ongoing stock replacement and replenishment.

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The Acquisition of Jos. A. Bank
On June 18, 2014, pursuant to a merger agreement by and among Men's Wearhouse, Jos. A. Bank, and Java Corp. ("Purchaser"), a Delaware
corporation and a direct wholly-owned subsidiary of Men's Wearhouse, we acquired all of the issued and outstanding shares of common stock of Jos. A.
Bank for $65.00 per share, net to the seller in cash, or total consideration of approximately $1.8 billion and enterprise value of approximately
$1.5 billion. In connection with the acquisition, Purchaser merged with and into Jos. A. Bank, with Jos. A. Bank surviving as a wholly-owned
subsidiary of Men's Wearhouse.
Concurrently with the closing of the acquisition, in addition to issuing the original notes, we entered into (i) a $1.1 billion aggregate principal
amount senior secured credit facility (the "Term Loan Facility") and (ii) a $500.0 million asset-based revolving facility (the "ABL Facility" together
with the Term Loan Facility, the "Credit Facilities"). In connection with the acquisition and the entering into of the Credit Facilities, our existing credit
agreement and all of our existing indebtedness was repaid in full, all commitments thereunder were terminated and the security interests with respect
thereto were released (the "Refinancing"). As of January 31, 2015, there was approximately $1,087.2 million issued and outstanding under the Term
Loan Facility and, except for letters of credit totaling approximately $18.5 million issued and outstanding, no amounts were drawn on the ABL Facility.
Recent Developments
On April 7, 2015, we entered into the Incremental Facility Agreement No. 1 to the credit agreement governing the Term Loan Facility to incur an
aggregate principal amount of $400 million in Tranche B-1 Term Loans (the "Tranche B-1 Term Loans"). The Tranche B-1 Term Loans mature on
June 18, 2021, the same date as the term loans under the existing Term Loan Facility, and bear interest at a fixed rate of 5.00% per annum. The net
proceeds of the Tranche B-1 Term Loans were used to refinance a portion of the term loans under the existing Term Loan Facility and, as a result, the
incurrence of the Tranche B-1 Term Loans did not impact the total amount borrowed under the Term Loan Facility. See "Description of Other
Indebtedness."

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Our Structure
Our corporate organizational structure is as follows:
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(1)
$1.1 billion aggregate principal amount of senior secured term B loans. As of January 31, 2015, there was approximately $1,087.2 million issued
and outstanding under the Term Loan Facility.
(2)
Up to $500.0 million asset-based revolving facility. As of January 31, 2015, except for letters of credit totaling approximately $18.5 million
issued and outstanding, no amounts were drawn on the ABL Facility.
(3)
Our non-U.S. subsidiaries and certain of our U.S. subsidiaries are not guarantors of the notes, nor guarantors or co-borrowers of the Term Loan
Facility. See "Description of Notes." In addition, certain of our non-U.S. subsidiaries are borrowers and guarantors under our ABL Facility. See
"Description of Other Indebtedness--ABL Facility." For the twelve months ended January 31, 2015, our non-guarantor subsidiaries accounted
for 14.6% of our net sales. As of January 31, 2015, our non-guarantor subsidiaries accounted for approximately 9.8% of our total consolidated
assets (excluding intercompany transactions) and approximately 2.7% of our consolidated liabilities (excluding intercompany transactions). See
"Selected Financial Data of Men's Wearhouse" and "Unaudited Pro Forma Condensed Combined Financial Information."
Corporate Information
The Men's Wearhouse began operations in 1973 as a partnership and was incorporated as The Men's Wearhouse, Inc. under the laws of Texas in
May 1974. Our principal corporate and executive offices are located at 6380 Rogerdale Road, Houston, Texas 77072-1624 (telephone number 281-776-
7000) and at 6100 Stevenson Blvd., Fremont, California 94538-2490 (telephone number 510-657-9821), respectively.

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The Exchange Offer
On June 18, 2014, we completed an offering of $600.0 million aggregate principal amount of our 7.00% Senior Notes due 2022 (the "original
notes") in a transaction exempt from registration under the Securities Act. Concurrently with the consummation of the acquisition of all of the issued
and outstanding shares of Jos. A. Bank, pursuant to a supplemental indenture, Jos. A. Bank and its subsidiaries agreed to guarantee the original notes on
an unsecured basis. In connection with the offering of the original notes, we entered into a registration rights agreement, dated as of June 18, 2014, with
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the initial purchasers of the original notes. In the registration rights agreement, we agreed to offer our new 7.00% Senior Notes due 2022, which will be
registered under the Securities Act (the "new notes") in exchange for the original notes. Pursuant to the registration rights agreement, we agreed, among
other things, to file the registration statement of which this prospectus is a part and to deliver this prospectus to the holders of the original notes. You
should read the discussion under the heading "Description of Notes" for information regarding the notes.
The Exchange Offer
This is an offer to exchange $1,000 in principal amount of new notes for each $1,000 in principal amount of
outstanding original notes. The new notes are substantially identical to the original notes, except that:

(1) the new notes will be freely transferable, other than as described in this prospectus;

(2) the new notes will not contain any legend restricting their transfer;

holders of the new notes will not be entitled to the rights of the holders of the original notes under the
(3) registration agreement; and

the new notes will not contain any provisions regarding the payment of Additional Interest (as defined
(4) herein).

We believe that you can transfer the new notes without complying with the registration and prospectus
delivery provisions of the Securities Act if you:

(1) acquire the new notes in the ordinary course of your business;

(2) are not and do not intend to become engaged in a distribution of the new notes;

(3) are not an affiliate of the Company;

(4) are not a broker-dealer that acquired the original notes directly from the Company; and

are not a broker-dealer that acquired the original notes as a result of market-making or other trading
(5) activities.

If any of these conditions are not satisfied and you transfer any new notes without delivering a proper
prospectus or without qualifying for a registration exemption, you may incur liability under the Securities
Act.

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Registration Rights
We have agreed
to use
commercially
reasonable
efforts to
consummate the
exchange offer
or cause the
original notes to
be registered
under the
Securities Act
to permit
resales. If we
are not in
compliance with
our obligations
under the
registration
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agreement, then
Additional
Interest (in
addition to the
interest
otherwise due
on the original
notes that are
the subject of
the registration
agreement or
the new notes)
will accrue on
the original
notes. If the
exchange offer
is completed on
the terms and
within the time
period
contemplated by
this prospectus,
no Additional
Interest will be
payable on the
original notes.
See "The
Exchange Offer
--Additional
Interest."

No Minimum Condition
The exchange
offer is not
conditioned on
any minimum
aggregate
principal
amount of
original notes
being tendered
for exchange.

Expiration Date
The exchange
offer will expire
at 5:00 p.m.,
New York City
time, on
June 23, 2015,
unless it is
extended.

Exchange Date
Original notes
will be accepted
for exchange
beginning on the
first business
day following
the expiration
date, upon
surrender of the
original notes.

Conditions to the Exchange Offer
Our obligation
to complete the
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exchange offer
is subject to
certain
conditions. See
"The Exchange
Offer--
Conditions to
the Exchange
Offer." We
reserve the right
to terminate or
amend the
exchange offer
at any time
before the
expiration date
if various
specified events
occur.

Withdrawal Rights
You may
withdraw the
tender of your
original notes at
any time before
the expiration
date. Any
original notes
not accepted for
any reason will
be returned to
you without
expense as
promptly as
practicable after
the expiration or
termination of
the exchange
offer.

Procedures for Tendering Original Notes
See "The
Exchange Offer
--How to
Tender."

Material United States Federal Income Tax Considerations
The exchange
of original notes
for new notes
by U.S.
Holders, as
defined below,
should not be a
taxable
exchange for
U.S. federal
income tax
purposes, and
U.S. Holders
should not
recognize any
taxable gain or
loss as a result
of the exchange.
See "Material
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United States
Federal Income
Tax
Considerations."

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Effect on Holders of Original Notes
If the exchange offer is completed on the terms and within the period contemplated by this prospectus,
holders of original notes will have no further registration or other rights under the registration
agreement, except under limited circumstances involving the initial purchasers or holders of original
notes who are not eligible to participate in the exchange offer. Holders of original notes who do not
tender their original notes will continue to hold those original notes. All untendered, and tendered but
unaccepted, original notes will continue to be subject to the restrictions on transfer provided for in the
original notes and the indenture under which the original notes have been, and the new notes are being,
issued. To the extent that original notes are tendered and accepted in the exchange offer, the trading
market, if any, for the original notes could be adversely affected. See "The Exchange Offer--Other."

Use of Proceeds
We will not receive any proceeds from the issuance of the new notes in the exchange offer.

Exchange Agent
The Bank of New York Mellon Trust Company, N.A. is serving as exchange agent in connection with
the exchange offer.

6
Table of Contents

The Notes
The new notes are substantially identical to the original notes, except for the transfer restrictions and registration rights relating to the original notes.
The new notes will evidence the same debt as the original notes, be guaranteed, jointly and severally, on an unsecured basis by each of our existing and
future direct and indirect wholly-owned (i.e. 100% owned) U.S. subsidiaries who are or become a borrower or guarantor under the Term Loan Facility,
and be entitled to the benefits of the indenture.
Issuer
The Men's Wearhouse, Inc., a Texas corporation.

Securities Offered
$600.0 million aggregate principal amount of new notes in exchange for $600.0 million aggregate principal
amount of original notes.

Interest
The new notes will accrue interest from the most recent date to which interest has been paid at a rate of 7.00%
per year.

Interest Payment Dates
Interest on the new notes will be payable semi-annually in arrears on each January 1 and July 1.

Maturity
July 1, 2022.

Note Guarantees
The new notes will be guaranteed, jointly and severally, on an unsecured basis by the Guarantors and each
future direct and indirect wholly-owned (i.e. 100% owned) U.S. subsidiary that becomes a borrower or a
guarantor under the Term Loan Facility. In the event that the lenders under the Term Loan Facility exercise
their discretion to release a Guarantor under the Term Loan Facility, which is permitted under certain
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Document Outline

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