SUBSEQUENT EVENTS	6 Months Ended
May 31, 2013
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS On July 15, 2013, we announced the execution of a Stock Purchase Agreement with Hudson Clothing Holdings, Inc., a Delaware corporation, or Hudson, and each of the stockholders of Hudson named therein, pursuant to which we will acquire all of the outstanding equity interests in Hudson. The aggregate purchase price will be approximately $97.6 million, subject to certain adjustments, and will be payable in cash and/or convertible notes issued by us. The two versions of the convertible notes, if issued, would be structurally and contractually subordinated to our senior debt, each would have a term of six years, each would accrue cash interest paid quarterly on the outstanding principal amount at an annual rate of 10% or 6.5%, respectively per annum, and would be convertible beginning one year or two years after the closing of the acquisition into shares of our common stock or cash, in certain circumstances, at our election. The convertible notes would be convertible into approximately 19.1 million shares of common stock, subject to receipt of stockholder approval to increase the number of authorized shares, if necessary, and to comply with NASD rules. We contemplate seeking shareholder approval promptly after the closing of the transaction. Prior to receipt of such stockholder approval, the conversion rights will be limited to approximately 13.5 million shares. We expect the transaction will close on or about August 31, 2013. Consummation of the transaction will be subject to the satisfaction of customary closing conditions, including the absence of a material adverse effect on the business to be acquired, the absence of legal actions relating to the transaction, the accuracy of the representations and warranties made by both parties, the receipt of certain regulatory and other consents and the execution of ancillary agreements. In addition, our ability to obtain financing necessary to consummate the acquisition on terms and conditions reasonably satisfactory to us is a condition to closing the transaction.

NOTE 11 – SUBSEQUENT EVENTS

On July 15, 2013, we announced the execution of a Stock Purchase Agreement with Hudson Clothing Holdings, Inc., a Delaware corporation, or Hudson, and each of the stockholders of Hudson named therein, pursuant to which we will acquire all of the outstanding equity interests in Hudson. The aggregate purchase price will be approximately $97.6 million, subject to certain adjustments, and will be payable in cash and/or convertible notes issued by us. The two versions of the convertible notes, if issued, would be structurally and contractually subordinated to our senior debt, each would have a term of six years, each would accrue cash interest paid quarterly on the outstanding principal amount at an annual rate of 10% or 6.5%, respectively per annum, and would be convertible beginning one year or two years after the closing of the acquisition into shares of our common stock or cash, in certain circumstances, at our election. The convertible notes would be convertible into approximately 19.1 million shares of common stock, subject to receipt of stockholder approval to increase the number of authorized shares, if necessary, and to comply with NASD rules. We contemplate seeking shareholder approval promptly after the closing of the transaction. Prior to receipt of such stockholder approval, the conversion rights will be limited to approximately 13.5 million shares.

We expect the transaction will close on or about August 31, 2013. Consummation of the transaction will be subject to the satisfaction of customary closing conditions, including the absence of a material adverse effect on the business to be acquired, the absence of legal actions relating to the transaction, the accuracy of the representations and warranties made by both parties, the receipt of certain regulatory and other consents and the execution of ancillary agreements. In addition, our ability to obtain financing necessary to consummate the acquisition on terms and conditions reasonably satisfactory to us is a condition to closing the transaction.