Filing Details

CUSIP NO. 71376c 10 0

 

CUSIP NO. 71376c 10 0

 

CUSIP NO. 71376c 10 0

 

CUSIP NO. 71376c 10 0

 

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* Includes Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership

CUSIP NO. 71376c 10 0

 

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* Includes Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership.

CUSIP NO. 71376c 10 0

 

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* Includes Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership.

CUSIP NO. 71376c 10 0

 

CUSIP NO. 71376c 10 0

 

CUSIP NO. 71376c 10 0

 

CUSIP NO. 71376c 10 0

 

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* Includes Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership.

CUSIP NO. 71376c 10 0

 

---

* Includes Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership.

CUSIP NO. 71376c 10 0

 

CUSIP NO. 71376c 10 0

 

 

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* Includes Shares currently issuable upon the exercise of certain warrants.  See Item 5 for a full description of the Reporting Person’s beneficial ownership.

CUSIP NO. 71376c 10 0

 

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This Amendment No. 3 amends the Schedule 13D originally filed August 21, 2008 as amended to date (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Perfumania Holdings, Inc. (the “Issuer”), by Rene Garcia, and as amended, with the other signatories below, including JM-CO Capital Fund, LLC (collectively, the “Garcia Group”).  Except as amended hereby, the Schedule 13D remains effective.

Item 3.          Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended by adding the following information:

JM-CO Capital Fund, LLC (“JM”) has used and intends to use $570,538.40 of company funds and 619,751 of the outstanding shares of Common Stock JM beneficially owns to make an investment in MJA Beauty, LLC, a Delaware limited liability company (“New HoldCo”), which JM intends for New HoldCo to use, along with funds from other members of the Investor Group (as defined below), to make its investment in the Issuer contemplated by the Investment Agreement (as defined below).

Item 4.          Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by adding the following information:

JM has contributed, or intends to promptly contribute, 619,751 of the outstanding shares of Common Stock beneficially owned by it to New HoldCo, along with a cash investment by JM of $570,538.40. The other investors in New HoldCo consist of Steven, Glenn, Arlene and Ruth Nussdorf (collectively, the “Nussdorf Family”) and their affiliates (collectively with JM, the “Investor Group”).  In connection therewith, as of August 26, 2017, New HoldCo and the Investor Group entered into an Investment Agreement (the “Investment Agreement”)

with the Issuer pursuant to which New HoldCo has agreed to accept capital contributions from the Investor Group of an aggregate of 8,362,032 shares (representing 53.97% of the issued and outstanding shares of the Issuer's common stock) and make a new equity investment in the Issuer in the aggregate amount of $14,263,460 in connection with the proposed reorganization (the “Reorganization”) of the Issuer and its subsidiaries (collectively, the “Debtors”) pursuant to a Chapter 11 bankruptcy proceeding as contemplated in the Prepackaged Joint Chapter 11 Plan of Reorganization of Model Reorg Acquisitions, LLC and its Affiliated Debtors and Debtors in Possession (the “Plan of Reorganization”) filed by the Debtors in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on August 26, 2017.  Under the Investment Agreement, the investment to be made by New HoldCo in the Issuer would be funded by the cash contributions from JM and the rest of the Investor Group would be made prior to the effective time of the Plan of Reorganization.  If implemented, the Plan of Reorganization and the Investment Agreement would result in New HoldCo directly or indirectly holding all of the outstanding equity interests of the restructured Debtors (the “Reorganized Debtors”).

 

The Plan of Reorganization provides for the cancellation of all of the issued and outstanding shares of Common Stock, including the shares of Common Stock held by New HoldCo, and all other warrants, options or other rights exercisable for shares of Common Stock for no consideration, as of the effective time of the Plan of Reorganization.  However, the Plan of Reorganization would entitle each stockholder of the Issuer as of the effective time of the Plan of Reorganization (other than New HoldCo) to receive a payment of $2.00 for each share of Common Stock held by such stockholder in exchange for the execution of a release discharging any and all claims against certain released parties, including the Debtors, the Reorganized Debtors, the Investor Group and New HoldCo.  The members of the Garcia Group intend to execute and deliver such releases in connection with the Plan of Reorganization and receive the payment of $2.00 for all shares held by them that were not contributed to New HoldCo.  Any payments made in connection with such a

release under the Plan of Reorganization would be funded by New HoldCo’s equity investment under the Investment Agreement, and, to the extent stockholders declined to execute a release,  New HoldCo’s investment would also fund other distributions to be made under the Plan of Reorganization, as well as the Issuer’s ongoing operations.  In return for this investment, the Investment Agreement would require the Reorganized Debtors to issue new equity to New HoldCo, which would result in New HoldCo directly or indirectly owning 100% of the equity interests in Reorganized Debtors.

 

The Plan of Reorganization is subject to a number of conditions, including the Bankruptcy Court’s entry of a final confirmation order approving the Plan of Reorganization, the Issuer’s obtainment of a sufficient asset-based revolving credit facility, the satisfaction or waiver of the conditions to the consummation of New HoldCo’s investment under the Investment Agreement, the adoption of new governing documents of the Reorganized Debtors and the obtainment of other consents, authorizations and approvals as required by applicable law.  In addition, the transactions contemplated by the Investment Agreement will not occur and no investment thereunder will be made by New HoldCo or the Investor Group unless the Plan of Reorganization is confirmed by the Bankruptcy Court pursuant to a confirmation order satisfactory in all material respects to New HoldCo and the Issuer prior to October 31, 2017.  As such, there can be no assurance that there will be any restructuring of any of the Debtors or that stockholders of the Issuer will be able to receive any consideration in respect of their shares of Common Stock or any release of claims or otherwise.  Moreover, in the event that the Reorganization is undertaken, stockholders of the Issuer will not be entitled to receive any consideration in connection therewith unless they provide a release in accordance with the terms of the Plan of Reorganization.

Other than as set forth above, JM does not have current plans or proposals to acquire or dispose of additional securities of the Issuer, or to change the present board of directors or management of the Debtors.

The foregoing description of the Investment Agreement and of the Plan of Reorganization does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Investment Agreement and the Plan of Reorganization, which are filed herewith and incorporated herein by reference.

Item 5.

Interests in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended to add the following:

The foregoing percentages are based on 15,493,763 shares of Common Stock outstanding as of June 16, 2017, as reported in the Issuer’s Form 10-Q filed on June 19, 2017.

 

          (c)          On August 26, 2017, JM transferred 619,751 shares of Common Stock to New HoldCo.  This transfer, along with a separate cash investment in the amount of $570,538.40, are being made as contributions to New HoldCo in consideration for JM receiving 4% of the equity interests in New HoldCo.

Item 6.

Contracts, Arrangements, Understandings or relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended to add the following:

The amendment to Item 4 above is incorporated herein by reference.

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended by adding the following:

Investment Agreement, dated as of August 26, 2017, by and among MJA Beauty, LLC, the Members (as defined therein) and Perfumania Holdings, Inc.

Prepackaged Joint Chapter 11 Plan of Reorganization of Model Reorg Acquisitions, LLC and its Affiliated Debtors and Debtors in Possession filed by Perfumania Holdings, Inc. on behalf of itself and its affiliates in the United States Bankruptcy Court for the District of Delaware on August 26, 2017

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 2, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	AQUA CAPITAL FUND, LLC By:  Jacavi Investments, LLC,        its Manager
	By:	/S/ JACQUELINE MARIE GARCIA HALEY
		JACQUELINE MARIE GARCIA HALEY