SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 1.01||Entry into a Material Definitive Agreement.|
As previously disclosed, on May 27, 2020 (the “Petition Date”), Tuesday Morning Corporation and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the “Bankruptcy Court”). The Chapter 11 Cases are being administered jointly under the caption “In re: Tuesday Morning Corporation, et. al., Case No. 20-31476-HDH-11.”
On December 7, 2020, the Company and certain subsidiaries entered into a purchase and sale agreement (the “Purchase and Sale Agreement”) with PBV – 14303 Inwood, LP (the “New Purchaser”), pursuant to which the New Purchaser agreed to purchase the Company’s Dallas headquarters and warehouse facilities (the “Properties”) for an aggregate purchase price of $70.25 million. Under the terms of Purchase and Sale Agreement, the Company and certain subsidiaries and the New Purchaser will enter into lease agreements under which the Company will lease the Properties following the close of the sale under the Purchase and Sale Agreement. The lease of the headquarters facility will be for a term of 10 years and the lease of the warehouse facilities will be for an initial term of 2.5 years with an option to extend the warehouse facilities lease for one additional year.
As previously disclosed, the Company had entered into a Purchase and Sale Agreement, dated as of October 30, 2020, with Rialto Real Estate Fund IV – Property LP (the “Rialto Agreement”) with respect to the sale of the Properties, subject to Bankruptcy Court approval. As a result of the substantially higher purchase price offered by the New Purchaser pursuant to the Purchase and Sale Agreement, the Company determined that closing under the Rialto Agreement would not be approved by the Bankruptcy Court and the conditions to closing could not be satisfied. As a result, the Company terminated the Rialto Agreement on December 7, 2020 and entered into the Purchase and Sale Agreement.
The closing under the Purchase and Sale Agreement is subject to the approval of the Bankruptcy Court and other customary closing conditions. Under the terms of the Purchase and Sale Agreement, and subject to the satisfaction of all conditions to closing, the closing of the transactions contemplated under the Purchase and Sale Agreement shall occur the third business day following the issuance of an order by the Bankruptcy Court confirming the Company’s plan of reorganization, but in no event later than December 31, 2020.
|Item 1.02||Termination of a Material Definitive Agreement.|
The information set forth above in Item 1.01 with respect to the termination of the Rialto Agreement is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|TUESDAY MORNING CORPORATION|
|Date: December 11, 2020||By:|
Bridgett C. Zeterberg
Executive Vice President Human Resources, General Counsel and Corporate Secretary