Item 7.01 Regulation FD Disclosure.
As
previously reported, on August 2, 2020, Tailored Brands, Inc. (the “Company”) and certain of its subsidiaries (together
with the Company, the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) under chapter 11 of
title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy
Court”). The Chapter 11 Cases are being jointly administered under the caption In re: Tailored Brands, Inc., et al.,
Case No. 20-33900 (MI).
On
October 29, 2020, the Debtors filed with the Bankruptcy Court their monthly operating report for the period beginning August 30,
2020 and ending October 3, 2020 (the “Monthly Operating Report”). The Monthly Operating Report is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. This Current Report on Form 8-K (including
the exhibit hereto) (this “Form 8-K”) will not be deemed an admission as to the materiality of any information
disclosed herein. The Monthly Operating Report and other documents filed with the Bankruptcy Court are available for review and
free of charge online at https://cases.primeclerk.com/TailoredBrands. Documents
and other information available on such website are not part of this Form 8-K and are not deemed to be incorporated by
reference in this Form 8-K.
The information
contained in this Item 7.01, including Exhibit 99.1, is not deemed to be “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and are not deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange
Commission (the “SEC”), whether made before or after the date hereof and regardless of any general incorporation language
in such filings, except to the extent expressly set forth by specific reference in such a filing.
Cautionary
Statement Regarding the Monthly Operating Report
The Company cautions
investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.
The Monthly Operating Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of
complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally accepted accounting principles, is in a format prescribed
by applicable bankruptcy laws or rules, and is subject to future adjustment and reconciliation. There can be no assurance that,
from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Report is complete.
Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
As reported in
a Form 12b-25 filed by the Company on September 11, 2020, the Company does not intend to file a Quarterly Report on Form 10-Q
for the fiscal quarter ended August 1, 2020, including the financial statements of Tailored Brands, Inc. and its subsidiaries,
or any other reports on Form 10-Q, Form 10-K or Form 11-K, for those or subsequent periods. Instead, until the Company’s
common stock is cancelled and of no further force or effect, the Company intends to file with the SEC Current Reports on Form 8-K
containing (a) disclosure of all material events in the Chapter 11 Cases and (b) as exhibits, the operating and financial
reports that are filed by the Company with the Bankruptcy Court.
Cautionary
Statement Regarding Forward-Looking Information
The Company has
included statements in this Current Report on Form 8-K and the Monthly Operating Report that may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect” and
similar expressions identify forward-looking statements. Forward-looking statements are based only on the Company’s
current assumptions and views of future events and financial performance. They are subject to known and unknown risks and
uncertainties, many of which are outside of the Company’s control that may cause the Company’s actual results to
be materially different from planned or expected results. Those risks and uncertainties include, but are not limited to, risks
attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the Bankruptcy Court
with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11 Cases,
including with respect to any proposed debtor-in-possession financing; the ability of the Company to negotiate, develop,
confirm and consummate a plan of reorganization; the effects of the Chapter 11 Cases, including increased legal and other
professional costs necessary to execute the Company’s reorganization, on the Company’s liquidity (including the
availability of operating capital during the pendency of the Chapter 11 Cases), results of operations or business prospects;
the effects of the Chapter 11 Cases on the interests of various constituents; the length of time that the Company will
operate under Chapter 11 protection; risks associated with third-party motions in the Chapter 11 Cases; Bankruptcy Court
rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; conditions to which any
debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons,
including for reasons outside the Company’s control; the effects of the COVID-19 pandemic and uncertainties about its
depth and duration, including the health and well-being of our employees and customers, temporary store closures, increases
in the unemployment rate, furlough or temporary layoffs of our employees, our ability to increase our liquidity and
preserve financial flexibility, and social distancing measures or changes in consumer spending behaviors; actions or
inactions by governmental entities; domestic and international macro-economic conditions; inflation or deflation; the loss
of, or changes in, key employees; success, or lack thereof, in formulating or executing our internal strategies and operating
plans including new store and new market expansion plans; cost reduction initiatives and revenue enhancement strategies;
changes to our capital allocation policy; changes in demand for our retail clothing or rental products, including changes in
apparel trends and changing consumer preferences; market trends in the retail or rental business; customer confidence and
spending patterns; changes in traffic trends in our stores; customer acceptance of our merchandise strategies, including
custom clothing; performance issues with key suppliers; disruptions in our supply chain; severe weather; regional or national
civil unrest or acts of civil disobedience; public health crises, including the recent coronavirus outbreak; foreign currency
fluctuations; government export and import policies, including the enactment of duties or tariffs; advertising or marketing
activities of competitors; the impact of cybersecurity threats or data breaches; legal proceedings and the impact of climate
change.
Please
refer to the Company’s Annual Report on Form 10-K for the year ended February 1, 2020 and its Current Report on Form 8-K
filed on June 10, 2020 for a further discussion of risks and uncertainties. Investors should take such risks into account and should
not rely on forward-looking statements when making investment decisions. Any forward-looking statement made by us in this Current
Report on Form 8-K is based only on information currently available to us and speaks only as of the date on which it is made. We
do not undertake to update these forward-looking statements as of any future date.