GPS Gap, Inc.

Risks

• The novel coronavirus disease (or COVID-19) pandemic is expected to have a material adverse effect on our business and results of operations.
• We have suspended rent payments for our stores that have been closed because of the COVID-19 pandemic, which could cause the counterparties under those leases to attempt to hold us in breach of our lease obligations and terminate our leases and accelerate our future rents due thereunder if we cannot reach acceptable settlements or otherwise prevail in litigation.
• We must successfully gauge apparel trends and changing consumer preferences to succeed.
• Our business is highly competitive.
• Global economic conditions and any related impact on consumer spending patterns could adversely impact our results of operations.
• We may engage in or seek to engage in strategic transactions, such as acquisitions and dispositions, that are subject to various risks and uncertainties, which could disrupt or adversely affect our businesses.
• We must maintain our reputation and brand image.
• Our failure to manage key executive succession and retention and to continue to attract qualified personnel could have an adverse impact on our results of operations.
• Our investments in customer, digital, and omni-channel shopping initiatives may not deliver the results we anticipate.
• If we are unable to manage our inventory effectively, our gross margins could be adversely affected.
• Our business is subject to risks associated with global sourcing and manufacturing.
• We are subject to data and security risks, which could have an adverse effect on our results of operations and consumer confidence in our security measures.
• Failures of, or updates or changes to, our IT systems may disrupt operations.
• Our efforts to expand internationally may not be successful.
• The market for real estate is competitive.
• Risks associated with importing merchandise from foreign countries, including failure of our vendors to adhere to our Code of Vendor Conduct, could harm our business.
• Our franchise business is subject to certain risks not directly within our control that could impair the value of our brands.
• Trade matters may disrupt our supply chain.
• Our business is exposed to the risks of foreign currency exchange rate fluctuations and our hedging strategies may not be effective in mitigating those risks.
• We experience fluctuations in our comparable sales and margins.
• Changes in our credit profile or deterioration in market conditions may limit our access to the capital markets and adversely impact our financial position or our business initiatives.
• Changes in the regulatory or administrative landscape could adversely affect our financial condition and results of operations.
• Our results could be adversely affected by natural disasters, public health crises, political crises, negative global climate patterns, or other catastrophic events.
• Reductions in income and cash flow from our credit card arrangement related to our private label and co-branded credit cards could adversely affect our operating results and cash flows.
• We are subject to various proceedings, lawsuits, disputes, and claims from time to time, which could adversely affect our business, financial condition, and results of operations.
• Our level of indebtedness may adversely affect our ability to operate our business, remain in compliance with debt covenants, react to changes in our business or the industry in which we operate, or prevent us from making payments on our indebtedness, including the notes. In addition, the value of the rights of holders of the notes to the Collateral may be reduced by any increase in the indebtedness secured by the Collateral.
• Despite our level of indebtedness, we may incur additional indebtedness, which could further increase the risks associated with our leverage.
• We may not be able to generate sufficient cash to service all of our indebtedness, including the notes, and fund our working capital and capital expenditures, and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.
• We may be unable to refinance our indebtedness.
• Covenants in our debt agreements restrict our business and could limit our ability to implement our business plan.
• The liens in favor of the notes are subordinated to liens in favor of the holders of ABL secured obligations on our accounts receivable, inventory, cash, deposit accounts, securities accounts, intercompany loans and certain related assets to the extent of the value thereof. As a result, holders of the notes may not receive full payment on their notes following an event of default.
• There are certain assets that are excluded from the collateral.
• The right of holders of the notes to receive payments on the notes and the guarantees is effectively subordinated to the extent that any other indebtedness is secured on assets not constituting collateral.
• The value of the real property collateral may be less than our internal valuations.
• In the event of our bankruptcy or of any of the guarantors of the notes, the value of the collateral may not be sufficient to secure post-petition interest and the holders of the notes will be deemed to have an unsecured claim to the extent that our obligations in respect of the notes exceed the fair market value of the collateral.
• The imposition of certain permitted liens could adversely affect the value of the collateral.
• Certain laws and regulations may impose restrictions or limitations on foreclosure.
• Rights of holders of the notes in the collateral may be adversely affected by the failure to perfect security interests in certain collateral, whether now owned or acquired in the future.
• There are circumstances other than repayment or discharge of the notes under which the guarantees and the collateral will be released automatically, without the consent of the trustee or the holders of the notes.
• Rights of holders of the notes in the collateral may be adversely affected by bankruptcy proceedings in the United States.
• The collateral is subject to casualty risk.
• The collateral is subject to condemnation risks, which may limit the ability of holders of the notes to recover as a secured creditor for losses to the collateral consisting of mortgaged properties, and which may have an adverse impact on our operations and results.
• Any future pledge of collateral might be avoidable by a trustee in bankruptcy.
• The priority of the liens securing the collateral may be impaired and title insurance policies may be adversely affected under certain circumstances.
• The notes will be structurally subordinated to all indebtedness of our existing subsidiaries that are not guarantors of the notes or future subsidiaries that do not become guarantors of the notes.
• We may not be able to repurchase the notes upon a change of control.
• Federal and state fraudulent conveyance or fraudulent transfer laws may permit a court to avoid the notes, any guarantees and the liens securing the notes and any guarantees, subordinate claims in respect of the notes, any guarantees and the liens securing the notes and any guarantees and/or require holders of the notes to return payments received from us in respect of any guarantees and the liens, and, if that occurs, the holders of the notes may not receive any payments on the notes.
• We do not intend to offer or register the notes or to exchange the notes in a registered exchange offer.
• The ability of holders of the notes to transfer the notes may be limited by the absence of an active trading market and an active trading market may not develop for the notes.
• The trading prices for the notes will be directly affected by many factors, including our credit rating.
• A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs or reduce our access to capital.