0001214659-16-011888.txt : 20160531 0001214659-16-011888.hdr.sgml : 20160531 20160531163021 ACCESSION NUMBER: 0001214659-16-011888 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160531 DATE AS OF CHANGE: 20160531 GROUP MEMBERS: PETER S. PARK SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAILORED BRANDS INC CENTRAL INDEX KEY: 0000884217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 474908760 FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43714 FILM NUMBER: 161686243 BUSINESS ADDRESS: STREET 1: 6380 ROGERDALE RD CITY: HOUSTON STATE: TX ZIP: 77072 BUSINESS PHONE: 281-776-7000 MAIL ADDRESS: STREET 1: 6380 ROGERDALE RD CITY: HOUSTON STATE: TX ZIP: 77072 FORMER COMPANY: FORMER CONFORMED NAME: MENS WEARHOUSE INC DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Park West Asset Management LLC CENTRAL INDEX KEY: 0001386928 IRS NUMBER: 300132084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: (415) 354-0677 MAIL ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 SC 13G 1 b525161sc13g.htm b525161sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No.  )*

 
 
TAILORED BRANDS, INC.
(Name of Issuer)
 
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
 
 
87403A107
(CUSIP Number)
 
May 18, 2016
(Date of Event Which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

o  Rule 13d-1(b)
x  Rule 13d-1(c)
o  Rule 13d-1(d)



* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
 
 CUSIP No.  87403A107
 
(1)
 
 Names of Reporting Persons   
 
 Park West Asset Management LLC
 
 
 
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions)       
 
 (a)    o
(b)    o
 
 
(3)
 
 SEC Use Only
 
 
 
(4)
 
 Citizenship or Place of Organization
 
 Delaware
 
 
Number of Shares Beneficially Owned by
           Each Reporting Person With:
  (5)   Sole Voting Power
   
2,576,051*
 (6)   Shared Voting Power
       0
 (7)   Sole Dispositive Power
     2,576,051*
 (8)  Shared Dispositive Power
   0
 
(9)
 
 Aggregate Amount Beneficially Owned by Each Reporting Person
 
 2,576,051*
 
 
(10)
 
 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o
 
 
(11)
 
 Percent of Class Represented by Amount in Row (9)
 
 5.2%*
 
 
(12)
 
 Type of Reporting Person (See Instructions)
 
 IA
 
 
* Beneficial ownership percentage is based upon 48,629,978 shares of common stock, $0.01 par value per share (“Common Stock”), of Tailored Brands, Inc., a Texas corporation (the “Company”), issued and outstanding as of April 19, 2016, based on information reported by the Company in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 5, 2016.  Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”), and Peter S. Park (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”) is the sole member and manager of PWAM.  As of May 18, 2016, PWIMF held 1,382,360 shares of Common Stock of the Company and options to purchase up to 877,100 shares of Common Stock of the Company and PWPI held 193,691 shares of Common Stock of the Company and options to purchase up to 122,900 shares of Common Stock of the Company.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 1,576,051 shares of Common Stock of the Company and the 1,000,000 shares of Common Stock of the Company underlying the options held in the aggregate by the PW Funds, or 5.2% of the shares of Common Stock of the Company deemed to be issued and outstanding as of May 18, 2016.
 
 
2
 
 
 
 CUSIP No.  87403A107
 
(1)
 
 Names of Reporting Persons   
 
 Peter S. Park
 
 
(2)
 
Check the Appropriate Box if a Member of a Group (See Instructions)       
 
(a)    o
(b)    o
 
 
(3)
 
 SEC Use Only
 
 
 
(4)
 
 Citizenship or Place of Organization
 
 United States of America
 
 
Number of Shares Beneficially Owned by
          Each Reporting Person With:
  (5)   Sole Voting Power
    
2,576,051*
 (6)   Shared Voting Power
       0
 (7)   Sole Dispositive Power
    2,576,051*
 (8)   Shared Dispositive Power
       0
 
(9)
 
 Aggregate Amount Beneficially Owned by Each Reporting Person
 
 2,576,051*
 
(10)
 
 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o
 
 
(11)
 
 Percent of Class Represented by Amount in Row (9)
 
 5.2%*
 
(12)
 
 Type of Reporting Person (See Instructions)
 
 IN
 
 
*Beneficial ownership percentage is based upon 48,629,978 shares of Common Stock of the Company, issued and outstanding as of April 19, 2016, based on information reported by the Company in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 5, 2016.  PWAM is the investment manager to the PW Funds, and Mr. Park is the sole member and manager of PWAM.  As of May 18, 2016, PWIMF held 1,382,360 shares of Common Stock of the Company and options to purchase up to 877,100 shares of Common Stock of the Company and PWPI held 193,691 shares of Common Stock of the Company and options to purchase up to 122,900 shares of Common Stock of the Company.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons may be deemed to beneficially own the 1,576,051 shares of Common Stock of the Company and the 1,000,000 shares of Common Stock of the Company underlying the options held in the aggregate by the PW Funds, or 5.2% of the shares of Common Stock of the Company deemed to be issued and outstanding as of May 18, 2016.

 
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Item 1(a).  Name Of Issuer: Tailored Brands, Inc. (the “Company”)
 
Item 1(b).  Address of Issuer’s Principal Executive Offices.
 
6380 Rogerdale Road
Houston, Texas
 
 
Item 2(a).  Name of Person Filing.
 
This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC (“PWAM”), a Delaware limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited (“PWIMF”), a Cayman Islands exempted company that is the holder of 1,382,360 shares of common stock, $0.01 par value per share, (“Common Stock”) of the Company and options to purchase up to 877,100 shares of Common Stock of the Company, reported on this Schedule 13G, and (b) Park West Partners International, Limited (“PWPI” and, collectively with PWIMF, the “PW Funds”), a Cayman Islands exempted company that is the holder of 193,691 shares of Common Stock of the Company and options to purchase up to 122,900 shares of Common Stock of the Company reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”).
 
The 1,576,051 shares of Common Stock of the Company and the 1,000,000 shares of Common Stock of the Company underlying the options held in the aggregate by the PW Funds, which constitute 5.2% of the shares of Common Stock of the Company deemed to be issued and outstanding as of May 18, 2016, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.
 
 
Item 2(b).  Address of Principal Business Office or, if None, Residence.
 
The address for the Reporting Persons is:  900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
 
Item 2(c).  Citizenship.
 
PWAM is organized under the laws of the State of Delaware.  Mr. Park is a citizen of the United States.
 
Item 2(d).  Title of Class of Securities.
 
Common Stock, $0.01 par value per share.
 
Item 2(e).  CUSIP No.
 
87403A107
 
 
4
 
 
Item 3.  If This Statement Is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
 
Not Applicable.
 
Item 4.  Ownership.

       
 
(a)
Amount Beneficially Owned:
2,576,051*
       
 
(b)
Percent of Class:
5.2%*
       
 
(c)
Number of Shares as to which the person has:
  
       
   
(i)         sole power to vote or to direct the vote:
2,576,051*
       
   
(ii)        shared power to vote or to direct the vote
0
       
   
(iii)       sole power to dispose or to direct the disposition of:
2,576,051*
       
   
(iv)       shared power to dispose or to direct the disposition of
0
 

* This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, a Cayman Islands exempted company that is the holder of 1,382,360 shares of Common Stock of the Company and options to purchase up to 877,100 shares of Common Stock of the Company, as reported on this Schedule 13G, and (b) PWPI, a Cayman Islands exempted company that is the holder of 193,691 shares of Common Stock of the Company and options to purchase up to 122,900 shares of Common Stock of the Company, as reported on this Schedule 13G; and (ii) Mr. Park, as the sole member and manager of PWAM.

The 1,576,051 shares of Common Stock of the Company and the 1,000,000 shares of Common Stock of the Company underlying the options held in the aggregate by the PW Funds, which constitute 5.2% of the shares of Common Stock of the Company deemed to be issued and outstanding as of May 18, 2016, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.  The foregoing beneficial ownership percentage is based upon 48,629,978 shares of Common Stock of the Company, issued and outstanding as of April 19, 2016, based on information reported by the Company in its Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 5, 2016.

Item 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o
 
 
5
 
 
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.  Identification and Classification of Members of the Group.
 
Not Applicable.

Item 9.  Notice of Dissolution of Group.

Not Applicable.

Item 10.  Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
6
 
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
May 31, 2016
  
     
     
     
 
/s/  Peter S. Park
  
 
Peter S. Park
  
     
     
     
 
PARK WEST ASSET MANAGEMENT LLC
  
     
 
By:
/s/  Grace Jimenez
  
 
 
Name:  Grace Jimenez
  
 
 
Title:    Chief Financial Officer
  



 
 
Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
 
 
7
 
 
Exhibit Index

Exhibit
Page
A.  Joint Filing Agreement, dated as of May 31, 2016, by and between Park West Asset Management LLC and Peter S. Park.
11
 
 
8
 
 
Exhibit A


JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of common stock, $0.01 par value per share, of Tailored Brands, Inc., a Texas corporation, and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G.  In evidence thereof, the undersigned hereby execute this agreement this 31st day of May, 2016.


 
 
 
/s/  Peter S. Park                                                               
  
 
Peter S. Park
  
     
     
     
 
PARK WEST ASSET MANAGEMENT LLC
  
     
 
By:
/s/  Grace Jimenez
  
   
Name:  Grace Jimenez
  
   
Title:    Chief Financial Officer
  
 

9