Commitment Letter and Term Sheet for Preferred Stock Purchase between Richemont Finance S.A. and Hanover Direct, Inc.
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Summary
Richemont Finance S.A. has agreed to purchase $70 million of preferred stock from Hanover Direct, Inc. The preferred shares will be issued at $50 each, with a 15% cumulative dividend, and are senior to common stock but junior to debt. The proceeds will be used to repay certain debts, develop warehouse facilities, and for general corporate purposes. The shares have specific redemption rights, limited voting rights, and are subject to board approval. The transaction is expected to close within 15 days of the agreement date.
EX-10.3 4 ex10-3.txt COMMITMENT LETTER 1 EXHIBIT 10.3 Execution Copy RICHEMONT FINANCE S.A. August 7, 2000 Hanover Direct, Inc. 1500 Harbor Blvd. Weehawken, NJ 07087 Attn: Rakesh Kaul Chief Executive Officer Dear Rakesh: This will confirm the agreement of Richemont Finance S.A., a Luxembourg corporation, to purchase, and the agreement of Hanover Direct, Inc., a Delaware corporation, to sell, an issue of Hanover Direct, Inc. preferred stock on the following basis: Terms: As set forth on the term sheet attached as Annex I Documentation: Upon the terms and subject to the conditions of a securities purchase agreement substantially in the form of the draft agreement attached as Annex II Timing: Closing within 15 days of the date hereof Please sign and return a copy of this letter to indicate Hanover Direct, Inc.'s agreement with the foregoing. Very truly yours, Richemont Finance S.A. By:----------------------- Agreed as of the date first above written Hanover Direct, Inc. By: ------------------------------ 2 HANOVER DIRECT, INC. ANNEX I - -------------------------------------------------------------------------------- SUMMARY TERMS FOR PREFERRED STOCK
SUMMARY TERMS FOR PREFERRED STOCK, (CONT'D) - 1 - 3 HANOVER DIRECT, INC. ANNEX I - --------------------------------------------------------------------------------
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