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): February 1, 2018

DESTINATION MATERNITY CORPORATION

(Exact name of Registrant as specified in Charter)

232 Strawbridge Drive

Moorestown, NJ 08057

(Address of Principal Executive Offices)

(856) 291-9700

(Registrant’s telephone number, including area code)

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

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.  ☐

The disclosure set forth under Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

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

On February 1, 2018, the Company announced that it entered into a term loan credit agreement (the “Term Loan Credit Agreement”) with certain lenders party thereto and Pathlight Capital LLC (“Pathlight”) as administrative and collateral agent (the “Term Loan Agent”), pursuant to which the Company initially borrowed the principal amount of $22.5 million, with an additional incremental loan of $2.5 million to be available to be borrowed if certain conditions under the Term Loan Credit Agreement are met (collectively, the “Term Loan”).

Proceeds of the Term Loan were used to repay the entire balance of term loans outstanding under the Company’s existing term loan credit agreement with certain lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.

Term Loan Credit Agreement

On February 1, 2018, the Company and the Company’s wholly-owned subsidiary, Cave Springs, Inc. (“Cave Springs,” and together with the Company in their capacity as borrowers under the Term Loan Credit Agreement, the “Term Loan Borrowers”) entered into the Term Loan Credit Agreement. The obligations of the Term Loan Borrowers under the Term Loan Credit Agreement are guaranteed by Mothers Work Canada, Inc. (“Mothers Work Canada”), and DM Urban Renewal, LLC (“DM Urban Renewal”), each a wholly-owned subsidiary of the Company. The principal terms of the Term Loan Credit Agreement are as follows:

The foregoing description is qualified in its entirety by reference to the full and complete terms contained in the Term Loan Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

Amendments to the Existing Credit Agreement

On February 1, 2018, the Company and Cave Springs (in their capacity as borrowers under the ABL Credit Agreement, the “ABL Borrowers”) entered into an Amendment No. 3 to Amended and Restated Credit Agreement (the “ABL Amendment”) with the lenders party thereto and Wells Fargo as administrative and collateral agent (the “ABL Agent”). The ABL Amendment amended the Company’s Amended and Restated Credit Agreement dated March 25, 2016, as previously amended by the Consent and Amendment No. 1, dated December 19, 2016 and Amendment No. 2, dated April 7, 2017. As a result of the ABL Amendment, the Term Loan Credit Agreement was allowed for and certain other amendments were made including the following:

The ABL Credit Agreement continues to be guaranteed by Mothers Work Canada and DM Urban Renewal, and secured by substantially all of the assets of the Company, Cave Springs, Mothers Work Canada and DM Urban Renewal.

The foregoing description is qualified in its entirety by reference to the full and complete terms contained in the ABL Amendment, which is attached hereto as Exhibit 10.2 and is incorporated herein by this reference.

Intercreditor Agreement

On February 1, 2018, the ABL Agent and Term Loan Agent entered into an Intercreditor Agreement, acknowledged by the Company, Cave Springs, Mothers Work Canada and DM Urban Renewal (the “Intercreditor Agreement”), pursuant to which the ABL Agent and Term Loan Agent agreed to the relative priority of their liens on the collateral securing the obligations under the ABL Credit Agreement and Term Loan Credit Agreement, respectively, and certain other intercreditor matters. Pursuant to the Intercreditor Agreement, the Term Priority Collateral is defined to include all equipment, intellectual property, fee owned real estate, fixtures and Incentive Program Assets (as defined in the Intercreditor Agreement) (and proceeds thereof). All collateral that is not Term Priority Collateral is ABL Priority Collateral.

The foregoing description is qualified in its entirety by reference to the full and complete terms contained in the Intercreditor Agreement, which is attached hereto as Exhibit 10.3 and is incorporated herein by this reference.

On February 1, 2018, the Company issued a press release relating to consummation of the transactions described in this Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.

SIGNATURE

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 duly authorized.