UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~December~~January 2124, ~~2024~~2025

THE CONTAINER STORE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36161		26-0565401
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

500 Freeport Parkway

Coppell, TX 75019

(Address of principal executive offices) (Zip Code)

(972) 538-6000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		~~TCSG~~TCSGQ		OTC Pink Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

As previously disclosed, on December 22, 2024, The Container Store Group, Inc. (the “Company”) and certain of its domestic subsidiaries (collectively with the Company, the “Company Parties” or the “Debtors”) commenced voluntary cases (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) under the provisions of chapter 11 of title 11 of the United States Code.

On January 24, 2025, the Bankruptcy Court entered an order, Docket No. 181 (the “Confirmation Order”), confirming the First Amended Prepackaged Joint Plan of Reorganization of The Container Store Group, Inc. and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code Docket No. 165 (the “Plan”). A summary of the material terms of the Plan and related matters is contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on December 23, 2024. The summary describes only certain material provisions of the Plan, does not purport to be complete and is qualified in its entirety by reference to the Plan. The Plan as confirmed is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

On January 28, 2025 (the “Effective Date”), the Plan became effective and the Company emerged from the Chapter 11 Cases after completing a series of transactions through which, among other things, all issued and outstanding shares of the Company’s common stock were canceled and extinguished without consideration.

Pursuant to the Plan, on the Effective Date, among other things, (i) all previously issued and outstanding equity interests in the Company are cancelled, released, and extinguished, and will be of no further force or effect, all for no consideration or distributions, (ii) the Company contributed 1,000 shares of newly issued common stock of the Company, par value $0.01 per share (such shares of common stock, the “New Parent Shares”), as a contribution to the capital of The Container Store, Inc., a Texas corporation (“TCS”), and in exchange for no additional shares of capital stock of TCS, (iii) TCS contributed all of the New Parent Shares to an entity newly formed by TCS., The Container Store Holdings, LLC (“Reorganized Parent”), as a contribution to the capital of the Reorganized Parent, (iv) TCS distributed (a) to the Holders (as defined in the Plan) of Allowed DIP Term Loan Claims (as defined in the Plan) (or, where applicable, their respective designees under the Plan) (1) the Exit Term Loans (as defined in the Plan) and (2) 64% of the equity interests in Reorganized Parent, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed DIP Term Loan Claims and (b) to the Holders of Allowed Prepetition Term Loan Claims (as defined in the Plan) (or, where applicable, their respective designees under the Plan) 36% of the equity interests in Reorganized Parent, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Prepetition Term Loan Claims, in each case of the foregoing, on the terms and subject to the conditions set forth in the Plan.

The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and continue as a private company.

Item 1.01         Entry into a Material Definitive Agreement.

~~The information set forth below in Item 1.03 of this Current Report on Form 8-K (this “Current Report”) under the captions “Transaction Support Agreement”, “~~Debtor-in-Possession ~~Term~~ Credit ~~Agreement”, “Debtor-in-Possession ABL Credit Agreement” and “Exit Facilities~~ Agreements~~” is hereby incorporated by reference in this Item 1.01.~~

On the Effective Date, (a) the Company’s Senior Secured Super-Priority Priming Debtor-in-Possession Term Loan Credit Agreement (the “DIP Term Facility”) matured and all outstanding loans thereunder (the “DIP Term Loans”) were converted into Exit Term Loans (as defined below), and (b) the Company’s Senior Secured Superpriority Debtor-in-Possession Asset-Based Revolving Credit Agreement (the “DIP ABL Facility”) matured and all outstanding loans thereunder (the “DIP ABL Loans”) were converted into Exit ABL Loans (as defined below).

New Exit Term Loan Credit Agreement

On the Effective Date, the Company Parties entered into an exit term loan credit agreement (the “Exit Term Loan Credit Agreement”) with the lenders under the DIP Term Facility (the “Exit Term Lenders”), providing for approximately $115.1 million aggregate principal amount of exit term loans comprised of (i) an amount of first-out exit term loans under the Exit Term Loan Credit Agreement equal to approximately $42.9 million were deemed issued in exchange, on a dollar-for-dollar basis, for the full amount of first-out DIP Term Loans (including accrued and unpaid interest and fees) (the “First-Out Exit Term Loans”) and (ii) an amount of second-out exit term loans under the Exit Term Loan Credit Agreement equal to approximately $72.2 million were deemed issued in exchange, on a dollar-for-dollar basis, for the full amount of second-out DIP Term Loans (including accrued interest and fees) (the “Second-Out Exit Term Loans” and, together with the First-Out Exit Term Loans, the “Exit Term Loans”).

The Exit Term Loan Credit Agreement bears interest at a percentage per annum equal to SOFR plus (x) with respect to any First-Out Exit Term Loans, 6.50% per annum payable monthly in arrears, with up to 5.50% payable in-kind (subject to certain conditions) and (y) with respect to any Second-Out Exit Term Loans, 5.00% per annum, payable every 6 months, with up to 4.00% payable in-kind (or, with the consent of the majority Exit Term Lenders, fully payable in-kind) and matures on (a) April 30, 2029 with respect to the First-Out Exit Term Loans and (b) July 30, 2029 with respect to the Second-Out Exit Term Loans. The loans and other obligations under the Exit Term Loan Credit Agreement are secured by substantially all assets of the Company Parties (subject to customary exceptions), with a first-priority security interest on equipment, real property, intellectual property, investment property and other fixed assets (and proceeds thereof) (the “Term Priority Assets”) and a second-priority security interest on ABL Priority Assets (as defined below).

The foregoing summary of the Exit Term Loan Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Exit Term Loan Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

New Exit Asset-Based Credit Agreement

On the Effective Date, the Company Parties entered into an exit asset-based revolving credit agreement (the “Exit ABL Credit Agreement”) with the lender under the DIP ABL Facility, providing for a $140 million aggregate revolving credit commitment, subject to a borrowing base as set forth in the Exit ABL Credit Agreement. On the Effective Date, an amount of exit revolving loans under the Exit ABL Credit Agreement equal to approximately $84.9 million were deemed issued in exchange, on a dollar-for-dollar basis, for the full amount of DIP ABL Loans (including accrued interest and fees).

The Exit ABL Credit Agreement bears interest at a percentage per annum equal to SOFR plus 4.25% and matures on January 28, 2028.

The Exit ABL Loans are to be secured by substantially all assets of the Company Parties (subject to customary exceptions), with a first-priority lien on inventory, accounts receivable (including credit card receivables) and other working capital assets (and proceeds thereof) (the “ABL Priority Assets”) and a second-priority lien on Term Priority Assets.

The foregoing summary of the Exit ABL Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Exit ABL Credit Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 1.02         Termination of a Material Definitive Agreement.

Pursuant to and subject to the terms of the Plan, on the Effective Date, the obligations of the Company and the other Debtors under the following agreements were cancelled:

the Credit Agreement, dated as of April 6, 2012 (as amended), among the Company, the guarantors party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and the related loan documents thereunder;

DIP Term Facility; and

DIP ABL Facility.

The material terms of the DIP Term Facility and DIP ABL Facility were previously described in the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2024, and the material terms of the Credit Agreement were previously described in the Company’s Quarterly Report on Form 10-Q for the period ended September 28, 2024, filed with the SEC on October 30, 2024, and are incorporated herein by reference.

The information set forth in the Introductory Note and Item 1.01 of this Current Report is incorporated herein by reference.

Item 1.03         Bankruptcy or Receivership.

~~Transaction~~The ~~Support~~information ~~Agreement~~set forth in the Introductory Note and Item 1.01 of this Current Report is incorporated herein by reference.

OnInformation ~~December 21,~~regarding ~~2024, The Container Store Group, Inc. (~~the “ Company”)’s assets and ~~certain~~liabilities of ~~its~~as ~~domestic subsidiaries (collectively with~~ the ~~Company,~~most ~~the~~recent ~~“Debtors”)~~practicable ~~entered~~date ~~into a~~prior ~~Transaction~~to ~~Support Agreement (~~the ~~“Transaction~~entry ~~Support~~of ~~Agreement”)~~the ~~with~~Confirmation ~~certain~~Order ~~holders~~is ofincorporated ~~over~~by ~~90%~~reference ofto the ~~total claims~~ ~~arising under the~~ Company’s ~~senior~~Quarterly ~~secured~~Report ~~term~~on ~~loan~~Form 10-Q ~~credit~~for ~~facility (~~the ~~“Consenting~~period ~~Term~~ended ~~Lenders”)~~September 28, ~~and certain stockholders of the Company~~2024, ~~including~~filed ~~Green Equity Investors V, L.P., Green Equity Investors Side V, L.P. and TCS CO-INVEST LLC. In accordance~~ with ~~the~~ ~~terms of~~ the ~~Transaction~~SEC ~~Support Agreement,~~ on ~~December~~October 2230, ~~2024 (the “Petition Date”), the Debtors commenced voluntary~~ cases (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), providing for a court-administered reorganization pursuant to a prepackaged joint plan of reorganization (the “Plan”)2024.

~~The Company’s material relationships with certain parties are~~Item 3.02         Unregistered ~~described~~Sales ~~under “Policies and Procedures for Related Person Transactions” beginning on page 52~~ of ~~the~~Equity ~~Company’s definitive proxy statement filed with the~~ Securities ~~and Exchange Commission on July 9, 2024, which description is incorporated herein by reference~~.

InUpon ~~accordance with~~ the ~~Transaction~~effectiveness ~~Support~~of ~~Agreement,~~ the ~~parties have agreed to support, approve, implement and enter into definitive documents to effect the transactions contemplated by the~~ Plan, ~~including a~~on ~~restructuring of~~ the ~~Company’s outstanding debt. If confirmed by the Bankruptcy Court, the Plan would implement a series of transactions~~Effective ~~that would result in~~Date, ~~among other things,~~ all previously issued and outstanding ~~shares~~equity ofinterests in the Company’s ~~common~~were ~~stock~~cancelled ~~being canceled~~ and ~~extinguished without~~new ~~consideration~~equity ~~being~~interests ~~provided~~were issued pursuant to ~~holders~~the ofPlan, ~~such~~in ~~common~~accordance ~~stock.~~with ~~Following~~ the ~~effective~~terms ~~date~~thereof, of the ~~Plan~~Restructuring ~~(the~~Transactions ~~“Plan~~Steps ~~Effective Date”)~~Memorandum ~~and~~(as ~~consummation~~defined ofin the ~~transactions contemplated thereby~~Plan), the ~~Company~~Transaction Support ~~has~~Agreement ~~agreed~~(as todefined ~~terminate~~in ~~its reporting obligations under~~ the ~~Exchange~~Plan), ~~Act~~ and ~~intends~~certain toother ~~continue as a private company~~agreements.

~~Pursuant~~The toissuance ~~the~~of ~~Transaction~~such ~~Support~~new ~~Agreement,~~equity ~~the~~interests ~~Debtors have agreed~~described toabove ~~use~~was ~~commercially~~exempt ~~reasonable~~from ~~efforts~~registration tounder ~~meet several milestones in connection with~~ the ~~Chapter~~Securities 11Act ~~Cases,~~of ~~including~~1933, ~~among~~as ~~others,~~amended (~~a) having~~ the ~~Bankruptcy Court enter the order confirming the Plan (the~~ “~~Confirmation~~Securities ~~Order~~Act”) ~~no later than 34 calendar days following the Petition Date~~, ~~and~~pursuant ~~(b) consummating~~to ~~the transactions under the Plan and having the Plan Effective Date occur no later than 14~~Section 1145 ~~calendar days following the entry~~ of the ~~Confirmation~~Bankruptcy ~~Order.~~Code ~~However,~~(which ~~there~~generally ~~can~~exempts befrom nosuch ~~assurance~~registration ~~that~~requirements the ~~foregoing~~issuance ~~milestones~~of ~~will~~securities ~~be met~~under ona ~~such~~plan ~~dates,~~of ~~if at all~~reorganization).

~~The~~Item ~~Transaction Support Agreement also contains certain customary representations, warranties and other agreements by the parties thereto~~3.03 ~~The~~Material ~~transactions~~Modifications ~~contemplated by the Transaction Support Agreement, including the Plan Effective Date, are subject~~ to ~~and~~Rights ~~conditioned upon, among other things, approval~~ of ~~the~~Security ~~Plan by the Bankruptcy Court~~Holders.

Additionally, as described below and subject to the approval of the Bankruptcy Court, the Company plans to enter into a replacement senior secured asset based revolving credit facility (the “DIP ABL Credit Facility”). The ~~proceeds~~information ~~from~~set ~~the~~forth ~~DIP ABL Credit Facility will be used to repay~~ in ~~full~~ the ~~outstanding~~Introductory ~~claims arising under~~Note ~~the Company’s existing senior secured asset based revolving credit facility~~ and ~~cash~~Items ~~collateralize all outstanding letters of credit thereunder~~1.01, 3.02 and, on5.03 ~~the Plan Effective Date, the DIP ABL Credit Facility will convert into an exit senior secured asset based revolving credit facility pursuant to the terms~~ of ~~the~~this ~~DIP/Exit~~Current ~~ABL~~Report ~~Commitment~~is ~~Letter~~incorporated ~~(as~~herein ~~defined~~by ~~below)~~reference.

~~The~~Item ~~foregoing~~5.01 ~~summary~~Changes ~~of the Transaction Support Agreement and the DIP/Exit ABL Commitment Letter does not purport to be complete and is subject to, and is qualified~~ in ~~its~~Control ~~entirety by, the full text~~ of ~~the~~ ~~Transaction Support Agreement and the DIP/Exit ABL Commitment Letter, which are attached hereto as Exhibits 10~~Registrant.~~1 and 10.2, respectively, and incorporated herein by reference.~~

~~Commencement~~The information set forth in the Introductory Note and Item 1.03 of ~~Solicitation~~this Current Report is incorporated herein by reference.

OnUpon ~~December 21, 2024, in accordance with~~ the ~~Transaction~~effectiveness ~~Support Agreement,~~of the ~~Company~~Plan ~~commenced~~on ~~solicitation of~~ the ~~votes~~Effective ~~necessary~~Date, toall ~~approve~~previously issued ~~the Plan~~ and ~~effectuate~~outstanding ~~the~~equity ~~transactions~~interests ~~contemplated thereby,~~in ~~including by distributing~~ the ~~Plan,~~Company awere ~~disclosure~~cancelled. ~~statement~~Pursuant ~~relating~~ to the Plan, (the ~~“Disclosure~~lenders ~~Statement”),~~under ~~and other~~the ~~solicitation~~DIP ~~materials~~Term toFacility ~~certain~~beneficially own ~~holders~~approximately 64% of ~~claims~~the ~~against~~New ~~the~~Common ~~Company~~Stock ~~that~~(as ~~are~~defined ~~entitled~~below), subject to ~~vote~~dilution on ~~the~~account ~~Plan~~of a management incentive plans.

~~This~~Item ~~Current~~5.02 ~~Report~~Departure isof ~~not~~Directors ~~an offer~~ or aCertain ~~solicitation~~Officers; ~~with~~Election ~~respect to any securities or a solicitation~~ of ~~acceptances~~Directors; ofAppointment ~~a chapter 11 plan within the meaning~~ of ~~Section 1125~~Certain orOfficers; ~~Section 1126~~Compensatory ~~of the~~Arrangements ~~Bankruptcy Code. Any such offer or solicitation will comply with all applicable securities laws and/or provisions~~ of ~~the~~Certain ~~Bankruptcy Code~~Officers.

~~Voluntary~~Resignation ~~Petitions~~of ~~for~~Directors ~~Bankruptcy~~of the Company

OnPursuant to the ~~Petition~~terms ~~Date~~of ~~(i.e.,~~the ~~December 22~~Plan, ~~2024),~~ the ~~Debtors commenced~~following ~~the~~members ~~Chapter~~of ~~11 Cases in~~ the ~~Bankruptcy~~board ~~Court~~of indirectors ~~accordance with the terms~~ of the ~~Transaction~~Company ~~Support Agreement. The Debtors have requested that~~ (the ~~Chapter~~“Board”) 11resigned ~~Cases~~from ~~be jointly administered for procedural purposes only under the caption In re The Container~~their ~~Store~~roles ~~Group, Inc., et al. The Debtors intend to continue to operate their businesses~~ as ~~“debtors-in-possession” under~~directors ~~the jurisdiction~~ of the ~~Bankruptcy~~Company ~~Court~~ (and inany ~~accordance~~committees ~~with the applicable provisions~~ of the ~~Bankruptcy~~Board ~~Code~~thereof) ~~and~~effective ~~orders~~as of the ~~Bankruptcy~~ ~~Court.~~Effective ~~The~~Date ~~Debtors~~(collectively, ~~are~~the ~~seeking approval of a variety of~~ “~~first day~~Director Resignations”): ~~motions~~(1) Lisa ~~containing~~Klinger; ~~customary~~(2) J. ~~relief~~Kristofer ~~intended to~~Galashan; ~~facilitate~~(3) Anthony ~~the~~Laday; ~~Debtors’~~(4) Nicole ~~ability~~Otto; to(5) Caryl Stern; ~~continue~~(6) Karen ~~their~~Stuckey; ~~ordinary~~(7) Wendy ~~course~~Sturgis; ~~operations~~and ~~during~~(8) Charles ~~the pendency of the Chapter 11 Cases~~Tyson.

OnNone ~~the~~of ~~Petition Date,~~ the ~~Debtors~~directors ~~also~~resigned ~~filed~~as ~~the Plan, which contemplates that all allowed general unsecured claims will be paid in full or otherwise be unimpaired. As~~ a result, ~~the~~of ~~Debtors expect to continue~~any ~~operating~~disagreement aswith ~~normal,~~the ~~and~~Company doon ~~not~~any ~~expect~~matter ~~customers,~~relating ~~vendors, and other trade creditors~~ to ~~see~~its ~~any~~operations, ~~disruption~~policies ~~in the Debtors’ operations~~ or ~~business~~practices.

~~Additional~~Appointment information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at https://www.veritaglobal.net/thecontainerstore, a website administered by Kurtzman Carson Consultants, LLC d/b/a Verita Global, a third-party bankruptcy claims and noticing agent. The information on this website is not incorporated by reference into, and does not constitute part of, ~~this Current Report.~~Director

~~Debtor~~On the Effective Date and immediately following the Director Resignations, Jeffrey A. Miller was appointed as a director of the Company. The Company is not aware of any transactions or relationships between Mr. Miller and the Company that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act. Satish Malhotra will continue to serve as a director of the Company. Information regarding the board of directors of the Reorganized Parent is included in~~-Possession~~ ~~Term~~the ~~Credit~~Second ~~Agreement~~Amended Plan Supplement to the First Amended Prepackaged Joint Plan of Reorganization of the Container Store Group, Inc. and its Debtor Affiliates under Chapter 11 Of the Bankruptcy Code, which is attached hereto as Exhibit 2.2.

~~Subject~~Termination ~~to the approval~~ of ~~the~~Equity Bankruptcy Court, the Debtors expect to enter into a Senior Secured Super-Priority Priming Debtor-in-Possession Term Loan Credit Agreement (the “DIP Term Credit Agreement”) with the lenders named therein (the “DIP Term Lenders”), substantially in the form attached hereto as Exhibit 10.3.Plans

IfPursuant ~~the~~to ~~DIP~~and ~~Term~~subject ~~Credit~~to ~~Agreement is approved by~~ the ~~Bankruptcy~~terms ~~Court as~~of ~~proposed,~~ the ~~DIP Term Lenders will provide a senior secured super-priority priming debtor-in-possession term loan credit facility~~Plan, inon ~~an aggregate principal amount of up to $115.0 million (~~the ~~“DIP~~Effective ~~Term Loan Facility”)~~Date, ~~consisting of (i) $40.0 million in new money term loans (~~the ~~“First-Out~~obligations ~~DIP Term Loans”) and (ii) $75.0 million~~ of ~~outstanding claims under~~ the Company~~’s existing~~ ~~senior secured term loan credit facility converted~~ and ~~exchanged~~the ~~into~~other ~~term~~Debtors ~~loans~~ under ~~the~~all ~~DIP~~equity ~~Term~~incentive ~~Loan~~plans ~~Facility~~of (the ~~“Second-Out DIP~~Company ~~Term Loans,”~~ and ~~together~~all ~~with the First-Out DIP Term Loans, collectively, the “DIP Term Loans”). Borrowings under~~documentation ~~the~~related ~~DIP Term Loan Facility would be senior secured obligations of the Debtors~~thereto, ~~secured~~including ~~by a super-priority lien on the collateral under the DIP Term Loan Facility~~options, ~~which~~restricted ~~includes~~stock ~~substantially all of the Debtors’ assets~~units, ~~but~~performance ~~subject~~stock ~~to the collateral priorities set forth in the DIP Orders (as defined below)~~units, ~~the intercreditor agreement~~ and other ~~applicable~~awards ~~loan~~are ~~and~~being ~~security documents~~terminated. ~~The DIP Term Credit Agreement contains various customary representations, warranties and covenants of the Debtors.~~

~~All~~The ~~holders~~material terms of ~~claims arising under~~ the Company’s ~~existing senior~~equity ~~secured~~plans ~~term~~were ~~loan~~previously ~~credit~~described ~~facility~~in ~~(“Prepetition Term Loan Claims”) have been (or will be) offered~~ the ~~opportunity~~Company’s toAnnual ~~participate and~~Report ~~fund~~on ~~their~~Form 10-K ~~pro~~for ~~rata share of~~ the ~~DIP~~fiscal ~~Term~~year ~~Loan~~ended ~~Facility. To the extent any eligible holders do not elect to participate in the DIP Term Loan Facility and fund their pro rata share~~March 30, ~~certain of the Consenting Term Lenders (the “DIP Backstop Parties”)~~2024, ~~have~~filed ~~agreed~~with ~~to backstop and provide~~ the ~~DIP~~SEC ~~Term Loans based~~ on ~~such~~May 28, ~~DIP Backstop Parties’ pro rata holdings of Prepetition Term Loan Claims.~~2024

~~The~~Item ~~DIP Term Loan Facility matures on the earliest to occur of (i) March 31, 2025, (ii) 11:59 p~~5.~~m. New~~03 ~~York~~Amendments City Time on the date that is three (3) business days after the Petition Date if the Bankruptcy Court has not entered an order approving the DIP Term Loan Facility on an interim basis (the “Interim DIP Order”), (iii) 11:59 p.m. New York City Time on the date that is thirty-four (34) days after the Petition Date if the Bankruptcy Court has not entered an order approving the DIP Term Loan Facility on a final basis (the “Final DIP Order” and, together with the Interim DIP Order, the “DIP Orders”), (iv) the Plan Effective Date, (v) termination of the Transaction Support Agreement, (vi) acceleration as a result of an event of default under the DIP Term Credit Agreement that is continuing, (vii) the date the Bankruptcy Court orders a conversion of the Chapter 11 Cases to aArticles ~~chapter 7 liquidation or the dismissal~~ of ~~the~~Incorporation ~~Chapter 11 Case of any Debtor, and (viii) the closing of a sale of all~~ or ~~substantially~~ ~~all~~Bylaws; ofChange ~~the~~in ~~assets~~Fiscal ~~of the Debtors~~Year.

~~The~~Upon ~~First-Out~~the ~~DIP~~effectiveness ~~Term Loans will accrue interest at a rate~~ of ~~Term SOFR~~the ~~plus~~Plan ~~6.50%~~on ~~per~~the ~~annum~~Effective Date, ~~payable~~the ~~monthly~~Company inadopted ~~cash,~~a ~~subject~~Second toAmended aand ~~2.00%~~Restated ~~Term~~Certificate ~~SOFR~~of ~~floor;~~Incorporation ~~provided,~~(“Certificate ~~that~~of ~~interest~~Incorporation”) ~~payable~~and Second onAmended ~~First-Out DIP~~and ~~Term~~Restated ~~Loans~~Bylaws up(“Bylaws”). toCapital 5Stock.~~50%~~ ~~per~~The ~~annum~~Company’s ~~may~~authorized becapital ~~paid~~stock inconsists of ~~kind~~5,000 inshares, ~~the~~par ~~form~~value of$0.01 ~~additional~~per ~~First-Out~~share ~~DIP~~“New ~~Term~~Common ~~Loans~~Stock”).

~~The~~Voting. Each ~~Second-Out~~holder ~~DIP~~of ~~Term~~shares ~~Loans~~of ~~will~~the ~~accrue~~New ~~interest~~Common atStock ais ~~rate~~entitled to one vote for each share of ~~Term SOFR~~the ~~plus~~New ~~5.00%~~Common ~~per~~Stock ~~annum,~~on ~~payable~~all ~~semi-annually~~matters inpresented to ~~cash~~the stockholders of the Company, ~~subject~~including tothe aelection 2of directors.~~00%~~ ~~Term~~Each ~~SOFR~~director ~~floor;~~will ~~provided,~~be ~~that~~elected ~~interest~~by ~~payable~~a onplurality vote. All other ~~Second-Out~~matters ~~DIP~~at ~~Term~~a ~~Loans~~meeting upof tostockholder ~~4.00%~~where ~~per~~a ~~annum~~quorum ~~may~~exists will be ~~paid~~approved inby ~~kind,~~the inaffirmative vote of the ~~form~~holders of ~~additional~~a ~~Second-Out~~majority ~~DIP~~of ~~Term~~the voting ~~Loans~~power of the shares of stock present in person or represented by proxy at the meeting and entitled to vote with respect to such matter. Stockholders may act by written consent in lieu of a meeting.

~~The~~Amendment of ~~DIP~~the ~~Term~~Bylaws. ~~Credit~~The ~~Agreement~~Board ~~contains~~is ~~various~~authorized ~~customary~~and ~~events~~empowered ~~of default.~~to Ifadopt, ~~any~~amend ~~amount~~or ~~owed~~repeal ~~under~~ the ~~DIP~~Bylaws, ~~Term~~or ~~Loan~~to ~~Facility~~adopt isnew ~~not~~bylaws. ~~paid~~The ~~when~~Bylaws may ~~due~~also ~~(regardless~~be ofamended ~~any~~or ~~applicable~~repealed, ~~grace~~or ~~periods),~~new ~~such~~bylaws ~~overdue amounts~~may ~~will~~also ~~bear~~be ~~interest~~made atby the ~~otherwise applicable rate, plus and an additional 2~~stockholders.~~0% per annum.~~

~~Fees and expenses under the DIP Term Loan Facility include (i) a~~Board ~~put option premium equal to 5.0%~~ of the aggregate amount of First-Out DIP Term Loans, payable in kind as additional First-Out DIP Term Loans to the DIP Backstop Parties in exchange for their agreement to backstop the DIP Term Loans, (ii) a commitment premium equal to 2Directors.~~00%~~ ofThe ~~the~~Board ~~aggregate amount~~ of ~~commitments~~Directors towill ~~fund~~consist ~~the First-Out DIP Term Loans, payable in kind as additional First-Out DIP Term Loans to the lenders~~ of ~~the~~such ~~First-Out~~number ~~DIP~~determined ~~Term~~from ~~Loans,~~time ~~and (iii) an equity premium~~ to ~~each~~time ~~holder~~by ofresolution ~~the First-Out DIP Term Loans, entitling such lender to receive its pro rata share~~ of ~~64% of~~ the ~~new~~Board. ~~equity interests in the reorganized Company, subject to dilution~~On ~~on account of a new management incentive plan (~~the ~~“Equity Premium”). The Equity Premium will be payable upon the Plan~~ Effective Date, ~~in accordance with~~ the ~~terms~~Board ~~and~~consisted ~~conditions~~ of ~~the~~two ~~DIP Term Loan Facility and Plan~~members. ~~Accordingly,~~The ~~parties~~Bylaws ~~providing~~provide ~~the~~that ~~DIP~~any ~~Term Loan~~action ~~Facility~~required ~~are~~or ~~expected~~permitted to ~~receive,~~be ~~subject~~taken toby ~~confirmation of~~ the ~~Plan and the occurrence of the Plan Effective Date, 64.0% in the~~Board ~~aggregate~~at ofa ~~the~~duly ~~common~~called ~~equity~~meeting ~~interests~~may of the reorganized Company, with the holders of the Prepetition Term Loan Claims receiving the remaining 36.0% of the common equity interests of the reorganized Company, in each case subject to dilution by the management incentive plan to be ~~adopted~~taken by the ~~new~~unanimous ~~board~~written ofconsent ~~directors or managers~~ of the ~~reorganized Company following the Plan Effective Date~~Board.

~~The~~Limitation of ~~foregoing~~Liability ~~summary~~and Indemnification of ~~the~~Officers ~~DIP~~and ~~Term~~Directors. ~~Credit~~The ~~Agreement~~Certificate ~~does~~of ~~not~~Incorporation ~~purport~~provides that no director shall be personally liable to bethe ~~complete~~Company ~~and~~or isthe ~~subject~~stockholders ~~to,~~for ~~and~~monetary isdamages ~~qualified~~for inbreach ~~its~~of ~~entirety~~fiduciary duty as a director to the fullest extent permitted by, the ~~full~~General ~~text~~Corporation Law of the ~~DIP~~State ~~Term~~of ~~Credit~~Delaware ~~Agreement,~~(“DGCL”). ~~which~~The isCertificate ~~attached~~of Incorporation provides ~~hereto~~for asindemnification ~~Exhibit 10.3~~of the Company’s directors and ~~incorporated~~officers ~~herein~~to the fullest extent permitted by ~~reference~~DGCL.

~~Debtor-~~Exclusive Forum. The Certificate of Incorporation provides that, unless the Company consents in~~-Possession~~ ~~ABL~~writing ~~Credit~~to ~~Agreement~~the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery shall not have jurisdiction, another state or federal court located within the state of Delaware) will be, to the fullest extent permitted by law, the exclusive forum for (i) any derivative action or proceeding brought on the Company’s behalf, (ii) any action asserting a breach of fiduciary duty, (iii) any action asserting a claim arising pursuant to the DGCL, the Certificate of Incorporation or the Bylaws, or (iv) any action asserting a claim that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise holding any interest in shares of capital stock of the Company will be deemed to have notice of and consented to the foregoing forum selection provisions.

~~Subject~~The toforegoing ~~the~~summary ~~approval~~ of the ~~Bankruptcy~~Certificate ~~Court,~~of Incorporation and the ~~Debtors~~Bylaws ~~expect to~~does ~~enter~~not ~~into~~purport ato ~~Senior~~be ~~Secured~~complete ~~Super-Priority~~and ~~Debtor-in-Possession~~is ~~Asset-Based~~subject ~~Revolving~~to, ~~Credit~~and ~~Agreement~~is ~~(the~~qualified ~~“DIP~~in ~~ABL~~its ~~Credit~~entirety ~~Agreement”) with~~by, the ~~lenders~~full ~~named~~text ~~therein~~of (the ~~“DIP~~Certificate of ~~ABL~~Incorporation ~~Lenders”),~~and ~~substantially~~the inBylaws, ~~the~~which ~~form~~are attached hereto as ~~Exhibit 10~~Exhibits 3.41 and 3.2, respectively, and are incorporated herein by reference.

IfThe Amended ~~the~~and ~~DIP~~Restated ~~ABL~~Limited ~~Credit~~Liability Company Agreement isof ~~approved by~~ the ~~Bankruptcy~~Reorganized ~~Court as~~Parent ~~proposed,~~is ~~the~~included ~~DIP ABL Lenders will provide a super-priority senior secured debtor-~~in~~-possession~~ ~~asset~~the ~~based~~Plan ~~revolving~~Supplement ~~credit facility in an aggregate principal amount of up~~ to ~~$140.0 million (such loans,~~ the ~~“DIP ABL Loans”). Borrowings under the DIP ABL Credit~~First ~~Facility~~Amended ~~will~~Prepackaged beJoint ~~subject~~Plan ~~to a customary borrowing base for asset-based revolving facilities~~ of ~~this~~Reorganization ~~kind, and would be senior secured obligations~~ of the ~~Debtors,~~Container ~~secured~~Store byGroup, Inc. aand ~~super-priority~~its ~~lien~~Debtor onAffiliates ~~the collateral~~ under ~~the~~Chapter ~~DIP~~11 ~~ABL Credit Facility, which includes substantially~~Of ~~all of~~ the ~~Debtors’~~Bankruptcy ~~assets~~Code, ~~but~~which ~~subject~~is toattached ~~the~~hereto ~~collateral~~as ~~priorities set forth in the DIP Orders, the intercreditor agreement and other applicable loan and security documents~~Exhibit 2. ~~The DIP ABL Credit Agreement contains various customary representations, warranties and covenants of the Debtors~~2.

Upon the Bankruptcy Court’s approval of the DIP ABL Credit Agreement, the Debtors will use the proceeds from such facility to repay, in full, all outstanding amounts owed under, and to cash collateralize all outstanding letters of credit under (at 105% the face amount thereof), the Company’s existing senior secured asset based revolving credit facility, and such facility will be terminated and of no further force and effect.

The DIP ABL Credit Facility matures on the earliest to occur of (i) twenty (24) months from the Petition Date, (ii) the date of consummation of a sale and/or other disposition of all or substantially all of the working capital assets of the Company under section 363 of the Bankruptcy Code, (iii) 34 days after the Petition Date if the Bankruptcy Court has not approved the DIP ABL Credit Facility on a final basis, (iv) the effective date of a plan of reorganization filed in the Chapter 11 Cases that is confirmed pursuant to an order entered by the Bankruptcy Court and (v) the acceleration of the DIP ABL Loans and the termination of the commitments under the DIP ABL Credit Facility in accordance with the DIP ABL Credit Agreement.

The DIP ABL Loans will accrue interest at a rate of Term SOFR plus 4.25% per annum, payable monthly in cash, subject to a 2.00% Term SOFR floor.

The DIP ABL Credit Agreement contains various customary events of default. During the continuance of an event of default, all obligations under the DIP ABL Credit Facility will bear interest at the otherwise applicable rate, plus and an additional 2.0% per annum.

Fees and expenses under the DIP ABL Credit Facility include (i) a closing fee equal to 1.25% of the aggregate amount of DIP ABL Loans and (ii) a 0.50% per annum fee equal to the daily unused portion of the maximum commitments under the DIP ABL Credit Facility.

The foregoing summary of the DIP ABL Credit Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the DIP ABL Credit Agreement, which is attached hereto as Exhibit 10.4 and incorporated herein by reference.

Exit Facilities Agreements

Subject to the approval of the Bankruptcy Court, the Debtors have also agreed to enter into an exit term loan credit agreement with the DIP Term Lenders on the Plan Effective Date, which will provide for: $115.0 million aggregate principal amount of exit term loans consisting of (a) first-out exit term loans (plus accrued interest and fees payable in kind, if any) comprised of converted First-Out DIP Term Loans in the same aggregate principal amount (plus accrued interest and fees payable in kind, if any) based on amounts outstanding under the DIP Term Loan Facility on the Plan Effective Date and (b) second-out exit term loans (plus accrued interest and fees payable in kind, if any) comprised of converted Second-Out DIP Term Loans in the same aggregate principal amount (plus accrued interest and fees payable in kind, if any) based on amounts outstanding under the DIP Term Loan Facility on the Plan Effective Date.

In connection with that certain DIP/Exit ABL financing commitment letter (the “DIP/Exit ABL Commitment Letter”) substantially in the form attached hereto as Exhibit 10.2, the Debtors, the DIP ABL Lenders and the Consenting Term Lenders have also agreed to exchange and convert the DIP ABL Credit Facility into an exit senior secured asset based revolving credit facility as contemplated in the Plan, the Transaction Support Agreement, and the DIP/Exit ABL Commitment Letter.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 above is incorporated herein by reference.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The filing of the Chapter 11 Cases constitutes an event of default that accelerated obligations under the following material debt instruments and agreements (the “Debt Documents”):

· approximately $163 million of term loan borrowings (plus any accrued but unpaid interest in respect thereof) under that certain Credit Agreement, dated as of April 6, 2012 (as amended, modified, extended, restated, replaced, or supplemented to date) among TCS, the guarantors party thereto, including the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto; and

· approximately $80 million of revolving borrowings (plus any accrued but unpaid interest in respect thereof, but excluding letters of credit issued and outstanding thereunder) under that certain Credit Agreement, dated as of April 6, 2012 as amended, modified, extended, restated, replaced, or supplemented to date) among TCS, the guarantors party thereto, including the Company, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto.

The Debt Documents provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder will be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Documents are automatically stayed as a result of the Chapter 11 Cases and the creditors’ rights of enforcement in respect of the Debt Documents are subject to the applicable provisions of the Bankruptcy Code.

Item 7.01         Regulation FD Disclosure.

~~Press~~In ~~Release~~connection with its emergence from the Chapter 11 Cases, the Company issued a press release on the Effective Date, a copy of which is furnished as Exhibit 99.1 to this Current Report and incorporated by reference herein.

OnThe ~~December 23~~information contained in this Item 7.01, ~~2024~~including Exhibit 99.1, ~~the~~shall ~~Company~~be ~~issued~~deemed ato ~~press~~be ~~release~~“furnished” ~~announcing~~and shall not be deemed “filed” for purposes of Section 18 of the ~~Chapter~~Exchange 11Act, ~~Cases~~or ~~and~~otherwise ~~other~~subject ~~matters,~~to athe ~~copy~~liabilities of ~~which~~that isSection, ~~attached~~nor asshall ~~Exhibit 99.1~~such ~~hereto~~information ~~and~~be deemed incorporated ~~herein~~ by reference into any filing under the Securities Act, or the Exchange Act.

Item 8.01 Other Events.

Cautionary Note Regarding the Company’s Securities

The Company cautions that trading in its securities (including its common stock) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter 11 Cases. The Company expects that holders of shares of the Company’s common stock could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases.

Item 9.01.        Financial Statements and Exhibits.

(d)              Exhibits

Exhibit Number		Description
10.1		Transaction Support Agreement, dated December 21, 2024, by and among The Container Store Group, Inc. and the other parties thereto.
2.1		First Amended Prepackaged Joint Plan of Reorganization of The Container Store Group, Inc. and its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code
10.2		DIP/Exit ABL Commitment Letter, dated December 21, 2024, by and among The Container Store Group, Inc. and the other parties thereto.
2.2		Plan Supplements to the First Amended Prepackaged Joint Plan of Reorganization of the Container Store Group, Inc. and its Debtor Affiliates under Chapter 11 Of the Bankruptcy Code
10.3		Form of Debtor-in-Possession Term Credit Agreement.
3.1		Second Amended and Restated Certificate of Incorporation of the Company
10.4		Form of Debtor-in-Possession ABL Credit Agreement.
3.2		Second Amended and Restated Bylaws of the Company
99.1		Press Release, dated December 23, 2024.
10.1		Term Loan Credit Agreement, dated as of January 28, 2025, among The Container Store, Inc., as the borrower, The Container Store Group, Inc., as holdings, the other guarantors from time to time party thereto, the lenders from time to time party thereto, Acquiom Agency Services LLC (“Acquiom”), as co-administrative agent, and Seaport Loan Products LLC, as co-administrative agent, and Acquiom as collateral agent
10.2		Asset-Based Revolving Credit Agreement, dated as of January 28, 2025, among The Container Store, Inc., as the borrower, The Container Store Group, Inc., as holdings, the other guarantors from time to time party thereto, the lenders from time to time party thereto, and Eclipse Business Capital LLC, as administrative agent and collateral agent
99.1		Press Release, dated January 28, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including statements regarding the ~~Company’s~~termination ~~ability~~of toreporting ~~continue~~obligations ~~operating its business~~ and ~~implement~~ the ~~restructuring~~Company’s ~~pursuant~~operations toas ~~the~~a ~~Chapter~~private ~~11 Cases and the Plan, including the timetable of completing such transactions, if at all~~company. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, our expectation that our operations will continue in the normal course following the commencement of the Chapter 11 proceedings, potential risks associated with Chapter 11 proceedings, potential risks associated with trading on the OTC Market, including liquidity constraints and limited regulatory oversight, risks related to our indebtedness may restrict our current and future operations, and we may not be able to comply with the covenants in our credit facilities or refinance or amend our credit facilities on favorable terms, or at all; ~~there is substantial doubt regarding our ability to continue as a going concern;~~ and the other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, (the “SEC”) on May 28, 2024, as updated by our Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2024, filed with the SEC on October 30, 2024 and our other filings with the SEC. These factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. Any such forward-looking statements represent management’s estimates as of the date of this Current Report on Form 8-K. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Current Report on Form 8-K.

SIGNATURES

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.

	THE CONTAINER STORE GROUP, INC.
Date: December 23, 2024	By:	/s/ Jeffrey A. Miller
Date: January 29, 2025	By:	/s/ Jeffrey A. Miller
		Jeffrey A. Miller
		Chief Financial Officer

Filing Compare · Container Store Group, Inc.