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Nashawena Mills Corp., et al. – ‘424B3’ on 5/26/15

On:  Tuesday, 5/26/15, at 8:40am ET   ·   Accession #:  1047469-15-4992   ·   File #s:  333-203073, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/26/15  Nashawena Mills Corp.             424B3                  1:1.8M                                   Merrill Corp/New/FA
          Renwick Technologies, Inc
          TMW Purchasing LLC
          MWDC Texas Inc.
          Twin Hill Acquisition Company, Inc.
          Edera Inc.
          Bank Jos A Clothiers Inc/DE
          JA Apparel Corp.
          TMW Merchants LLC
          JA Holding, Inc.
          TS Servicing Co., LLC
          Mens Wearhouse Inc
          Joseph A. Bank Mfg. Co., Inc.
          K&G Men’s Co Inc.
          JA Apparel, LLC
          Joseph Abboud Manufacturing Corp.
          MWDC Holding Inc.

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                          HTML   1.20M 

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-203073

Prospectus

The Men's Wearhouse, Inc.

Offer to Exchange

up to $600,000,000 principal amount of its 7.00% Senior Notes due 2022
which have been registered under the Securities Act of 1933
for
any and all of its outstanding unregistered 7.00% Senior Notes due 2022

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME,
ON JUNE 23, 2015, UNLESS EXTENDED

         This is an offer to exchange new 7.00% Senior Notes due 2022 (the "new notes") of The Men's Wearhouse, Inc. ("Men's Wearhouse" or the "Company") that have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for the Company's currently outstanding, unregistered 7.00% Senior Notes due 2022 (the "original notes" and together with the new notes, the "notes").

Terms of the new notes offered in the exchange offer:

•

The new notes will be governed by the original indenture and the terms of the new notes are substantially identical to the terms of the original notes that were issued on June 18, 2014, except that the new notes will be registered under the Securities Act, will not contain any legend restricting their transfer, registration rights or provisions for special interest and will bear a different CUSIP number.



•

There is no established trading market for the new notes, and the Company does not intend to apply for listing of the new notes on any securities exchange or market quotation system.



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The original notes are, and the new notes will be, guaranteed, jointly and severally, on an unsecured basis by Twin Hill Acquisition Company, Inc., Renwick Technologies, Inc., TMW Merchants LLC, TMW Purchasing LLC, MWDC Holding Inc., MWDC Texas Inc., K&G Men's Company Inc., JA Holding, Inc., JA Apparel Corp., Nashawena Mills Corp., Edera Inc., Joseph Abboud Manufacturing Corp., JA Apparel, LLC, Jos. A. Bank Clothiers, Inc., The Joseph A. Bank Mfg. Co., Inc. and TS Servicing Co., LLC (collectively, the "Guarantors") and each future direct and indirect wholly-owned (i.e. 100% owned) U.S. subsidiary of the Company that becomes a borrower or a guarantor under the Term Loan Facility (as defined herein).



•

The notes and the guarantees are not secured obligations of the Company or the Guarantors and are effectively subordinated to our and the Guarantors' existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness.

Terms of the exchange offer:

•

The exchange offer expires at 5:00 p.m., New York City time, on June 23, 2015, unless it is extended.



•

The exchange offer is subject to customary conditions that may be waived by the Company.



•

All original notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for an equal principal amount of new notes.



•

Tenders of original notes may be withdrawn at any time prior to the expiration of the exchange offer.



•

None of the Company or the Guarantors will receive any proceeds from the issuance of new notes in the exchange offer.



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The exchange of the original notes for the new notes will not be a taxable exchange for United States federal income tax purposes.



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If you fail to tender your original notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.

         See "Risk Factors" beginning on page 10 for a discussion of matters that participants in the exchange offer should consider.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is May 26, 2015.

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        This prospectus incorporates important business and financial information about the Company that is not included in or delivered with this prospectus. The Company will provide this information to you at no charge upon written or oral request directed to: The Men's Wearhouse, Inc., 6380 Rogerdale Road, Houston, TX 77072, 281-776-7000, Attn: Corporate Compliance. In order to ensure timely delivery of the information, any request should be made by June 16, 2015.

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The accompanying letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for original notes where such new notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the date hereof (the "Expiration Date") and ending on the close of business 90 days after the Expiration Date, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

        The Company has not authorized any person to give you any information or to make any representations about the exchange offer other than those contained in this prospectus. If you are given any information or representations that are not discussed in this prospectus, you must not rely on that information or those representations. This prospectus is not an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates. In addition, this prospectus is not an offer to sell or the solicitation of an offer to buy those securities in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation. The delivery of this prospectus and any exchange made under this prospectus do not, under any circumstances, mean that there has not been any change in the affairs of the Company since the date of this prospectus or that information contained in this prospectus is correct as of any time subsequent to its date.

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Notice to Investors

        This prospectus contains summaries of the terms of certain agreements in a manner we believe to be accurate in all material respects. However, we refer you to the actual agreements for complete information relating to those agreements. All summaries contained in this prospectus are qualified in their entirety by this reference.

Notice to New Hampshire Residents

        Neither the fact that a registration statement or an application for a license has been filed under Chapter 421-B of the New Hampshire Revised Statutes Annotated, as amended, with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer, or client any representation inconsistent with the provisions of this paragraph.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

        Certain statements made in this prospectus contain "forward-looking" information (as defined in the Private Securities Litigation Reform Act of 1995) that involves risk and uncertainty. These forward-looking statements may include, but are not limited to, references to, sales, earnings, margins, costs, number and costs of store openings, future capital expenditures, acquisitions, synergies, demand for clothing, market trends in the retail and corporate apparel clothing business, currency fluctuations, inflation and various economic and business trends. Forward-looking statements may be made by management orally or in writing, including, but not limited to, Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015 incorporated by reference in this prospectus.

        Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to: actions by governmental entities; domestic and international economic activity and inflation; success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, as well as integration of acquisitions including Jos. A. Bank Clothiers, Inc.; performance issues with key suppliers; disruption in buying trends due to homeland security concerns; severe weather; foreign currency fluctuations; government export and import policies; advertising or marketing activities of competitors; and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations.

        These forward-looking statements are based upon management's current beliefs or expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies and third party approvals, many of which are beyond our control. These forward-looking statements are intended to convey the Company's expectations about the future, and speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise.

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Guarantors

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RATIO OF EARNINGS TO FIXED CHARGES

        Our ratio of earnings to fixed charges for each of the fiscal years indicated was as follows:

RISK FACTORS

        Before tendering original notes, prospective participants in the exchange offer should consider carefully the following risks. The new notes, like the original notes, entail the following risks:

Risks Relating to the Notes

You may not be able to sell your original notes if you do not exchange them for registered new notes in the exchange offer.

        If you do not exchange your original notes for new notes in the exchange offer, your original notes will continue to be subject to the restrictions on transfer as stated in the legends on the original notes. In general, you may not offer, sell or otherwise transfer the original notes in the United States unless they are:

•

registered under the Securities Act;



•

offered or sold under an exemption from the Securities Act and applicable state securities laws; or



•

offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

        Currently, we do not anticipate that we will register the original notes under the Securities Act. Except for limited instances involving the initial purchasers or holders of original notes who are not eligible to participate in the exchange offer, we will not be under any obligation to register the original notes under the Securities Act under the registration rights agreement or otherwise. Also, if the exchange offer is completed on the terms and within the time period contemplated by this prospectus, no Additional Interest will be payable on your original notes.

Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered new notes in the exchange offer.

        To the extent that original notes are exchanged in the exchange offer, the trading market, if any, for the original notes that remain outstanding may be significantly more limited. As a result, the liquidity of the original notes not tendered for exchange in the exchange offer could be adversely affected. The extent of the market for original notes will depend upon a number of factors, including the number of holders of original notes remaining outstanding and the interest of securities firms in maintaining a market in the original notes. An issue of securities with a similar outstanding market value available for trading, which is called the "float," may command a lower price than would be comparable to an issue of securities with a greater float. As a result, the market price for original notes that are not exchanged in the exchange offer may be affected adversely to the extent that original notes exchanged in the exchange offer reduce the float. The reduced float also may make the trading price of the original notes that are not exchanged more volatile.

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You may not be able to offer or resell the new notes due to state securities law restrictions on the resale of the new notes.

        In order to comply with the securities laws of certain jurisdictions, the new notes may not be offered or resold by any holder, unless they have been registered or qualified for sale in such jurisdictions or an exemption from registration or qualification is available and the requirements of such exemption have been satisfied. Currently, we do not intend to register or qualify the resale of the new notes in any such jurisdictions. However, generally an exemption is available for sales to registered broker-dealers and certain institutional buyers. Other exemptions under applicable state securities laws also may be available.

Some holders who exchange their original notes may be deemed to be underwriters and must comply with Securities Act requirements governing resale of their new notes.

        If you exchange your original notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

We will not accept your original notes for exchange if you fail to follow the exchange offer procedures and, as a result, your original notes will continue to be subject to existing transfer restrictions and you may not be able to sell your original notes.

        We will issue exchange notes as part of the exchange offer only after a timely receipt of your original notes, including a properly completed and duly executed letter of transmittal or an agent's message and all other required documents. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. If we do not receive your original notes, letter of transmittal or agent's message and other required documents by the expiration date of the exchange offer, we will not accept your original notes for exchange. We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. If there are defects or irregularities with respect to your tender of original notes, we will not accept your original notes for exchange. See "The Exchange Offer."

Our increased leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under the Credit Facilities or the indenture governing the notes.

        After entering into the Credit Facilities and completing the offering of the original notes, our leverage has increased substantially. As of January 31, 2015, our total indebtedness is approximately $1,687.2 million. In addition, we have up to $432.5 million of additional borrowing availability under the ABL Facility, excluding letters of credit totaling approximately $18.5 million issued and outstanding.

        Our leverage could have important consequences for you, including:

•

increasing our vulnerability to adverse economic, industry or competitive developments;



•

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;



•

making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the notes, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the Credit Facilities and the indenture governing the notes;

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restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;



•

limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and



•

limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who therefore may be able to take advantage of opportunities that our leverage prevents us from exploiting.

Despite our high indebtedness level, we will still be able to incur significant additional amounts of debt, which could exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the Credit Facilities and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. If new debt is added to our and our subsidiaries' existing debt levels, the related risks that we now face would increase. In addition, the Credit Facilities and the indenture governing the notes will not prevent us from incurring obligations that do not constitute indebtedness under those agreements. As of January 31, 2015, we have up to $432.5 million of additional borrowing availability under the ABL Facility, excluding letters of credit totaling approximately $18.5 million issued and outstanding.

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 we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

        Our ability to make scheduled payments on our indebtedness, including the notes, will depend upon our future operating performance and on our ability to generate cash flow in the future, which is subject to general economic, financial, business, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, or that future borrowings, including borrowings under the ABL Facility, will be available to us in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015 incorporated by reference herein.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we could face substantial liquidity problems and could be forced to reduce or delay investment and capital expenditures or to dispose of material assets or operations, seek additional equity capital or restructure or refinance our indebtedness, including the notes. We may not be able to affect any such alternative measures, if necessary, on commercially reasonable terms or at all and, even if successful, such alternative actions may not allow us to meet our scheduled debt service obligations. The Credit Facilities and the indenture that governs the notes contain restrictions on our ability to dispose of assets and use the proceeds from any such disposition.

        If we cannot make scheduled payments on our debt, we will be in default and, as a result, the holders of the notes could declare all outstanding principal and interest to be due and payable, the lenders under the Credit Facilities could declare all outstanding amounts under such facilities due and payable and, with respect to the ABL Facility, terminate their commitments to loan money, and, in each case, foreclose against the assets securing the borrowings under the Credit Facilities, and we could

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be forced into bankruptcy or liquidation, which could result in you losing all or a portion of your investment in the notes.

        If our indebtedness is accelerated, we may need to refinance all or a portion of our indebtedness, including the notes, before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including the Credit Facilities, on commercially reasonable terms or at all. We cannot assure you that we will be able to obtain sufficient funds to enable us to repay or refinance our debt obligations on commercially reasonable terms, or at all.

We rely, to a certain extent, on our subsidiaries to generate cash and, as such, our ability to make payments on our indebtedness will be dependent on cash flow generated by these subsidiaries.

        We rely, to a certain extent, on our subsidiaries to generate cash. Accordingly, repayment of our indebtedness, including the notes, is dependent, to a certain extent, on the generation of cash flow by our subsidiaries and their ability to make such cash available to us, by dividend, debt repayment or otherwise. Each of our subsidiaries are distinct legal entities and they do not have any obligation to pay amounts due on the notes or to make funds available for that purpose (other than the Guarantors in connection with their guarantees) or other obligations in the form of loans, distributions or otherwise. Our subsidiaries may not generate sufficient cash from operations to enable us to make principal and interest payments on our indebtedness, including the notes, or to fund our and our subsidiaries' other cash obligations.

The lenders under our Term Loan Facility may in their discretion release the guarantors under their facilities in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the notes.

        The lenders under our Term Loan Facility have the discretion to release guarantors under these facilities in a variety of circumstances, which may cause those guarantors to be released from their guarantees of the notes. So long as any obligations under our Term Loan Facility remain outstanding, any guarantee of the notes may be released without action by, or consent of, any holder of notes or the trustee under the indenture governing the notes if, at the discretion of lenders under our Term Loan Facility, the related guarantor is no longer a guarantor of obligations under our Term Loan Facility. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to your claims as a holder of the notes.

The agreements and instruments governing our debt impose restrictions that may limit our operating and financial flexibility.

        The Credit Facilities and the indenture governing the notes contain a number of significant restrictions and covenants that may limit our ability to:

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incur additional indebtedness;



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sell assets or consolidate or merge with or into other companies;



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pay dividends or repurchase or redeem capital stock;



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make certain investments;



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issue capital stock of our subsidiaries;



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incur liens;



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prepay, redeem or repurchase subordinated debt; and



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enter into certain types of transactions with our affiliates.

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        These covenants could have the effect of limiting our flexibility in planning for or reacting to changes in our business and the markets in which we compete. In addition, the ABL Facility requires us to comply with a financial maintenance covenant under certain circumstances. Operating results below current levels or other adverse factors, including a significant increase in interest rates, could result in our being unable to comply with the financial covenants contained in the ABL Facility, if applicable. If we violate this covenant and are unable to obtain a waiver from our lenders, our debt under the ABL Facility would be in default and could be accelerated by our lenders. Because of cross-default provisions in the agreements and instruments governing our indebtedness, a default under one agreement or instrument could result in a default under, and the acceleration of, our other indebtedness. In addition, the lenders under the Credit Facilities could proceed against the collateral securing that indebtedness.

        If our indebtedness is accelerated, we may not be able to repay our debt or borrow sufficient funds to refinance it. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, on terms that are acceptable to us, or at all. If our debt is in default for any reason, our business, financial condition and results of operations could be materially and adversely affected. In addition, complying with these covenants may also cause us to take actions that are not favorable to holders of the notes and may make it more difficult for us to successfully execute our business strategy and compete against companies that are not subject to such restrictions.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase.

        We are exposed to interest rate risk through our variable rate borrowings under the Credit Facilities. Borrowings under such facilities bear interest at a variable rate, based on an adjusted LIBOR rate, plus an applicable margin. Interest rates are currently at relatively low levels. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming all capacity under the ABL Facility is fully drawn, each one percentage point change in interest rates would result in approximately a $5.0 million change in annual interest expense. Assuming the LIBOR rate surpassed the 1% LIBOR floor provision on our Term Loan, we would be exposed to interest rate risk on the Term Loan. To partially mitigate such interest rate risk, we entered into an interest rate swap to exchange variable interest rate payments for fixed interest rate payments for a portion of the outstanding Term Loan balance. In addition, we entered into the Incremental Facility Agreement No. 1 to the credit agreement governing the Term Loan Facility to refinance $400 million principal amount of term loans that bore interest at a variable rate with $400 million principal amount of Tranche B-1 Term Loans, which bear interest at a fixed rate of 5.00% per annum. See "Summary—Recent Developments." After consideration of the swap and the refinancing, each one percentage point change in interest rates would result would result in an approximate $1.8 million change in annual interest expense on our Term Loan.

If the notes are rated investment grade at any time by both S&P and Moody's, certain covenants contained in the indenture will be suspended, and the holders of the notes will lose the protection of these covenants.

        The indenture contains certain covenants that will be suspended and cease to have any effect from and after the first date when the notes are rated investment grade by both S&P and Moody's so long as no default or event of default exists. See "Description of Notes—Certain Covenants—Covenant Suspension." These covenants restrict, among other things, our ability to pay dividends, incur additional debt and to enter into certain types of transactions. Because we would not be subject to these restrictions at any time that the notes are rated investment grade, we would be able to make dividends and distributions and incur substantial additional debt; however, during this time the covenants in the

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Credit Facilities will still apply. If after these covenants are suspended, S&P or Moody's were to downgrade their ratings of the notes to a non-investment grade level or withdraw their ratings, the covenants would be reinstated and the holders of the notes would again have the protection of these covenants. However, any liens or indebtedness incurred or other transactions entered into during such time as the notes were rated investment grade would not result in an event of default in the event the covenants in the notes are subsequently reinstated.

We face risks related to rating agency downgrades.

        Rating agencies continuously evaluate the notes and may revise their rating of the notes. If such rating agencies lower the rating of the notes in the future, the market price of the notes could be adversely affected, and you may not be able to resell your notes at favorable prices or at all. In addition, if any of our other outstanding debt is rated and subsequently downgraded, raising capital will become more difficult, borrowing costs under the ABL Facility and other future borrowings may increase and the market price of the notes may decrease.

Your right to receive payments on the notes and the guarantees is effectively subordinated to our and the Guarantors' secured indebtedness.

        The notes and the guarantees are not secured obligations of the Company or the Guarantors and are effectively subordinated to our and the Guarantors' existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. In particular, the notes and the guarantees are effectively subordinated to the indebtedness under the Term Loan Facility and borrowings under the ABL Facility, which are secured by first-priority liens on substantially all of the assets of Men's Wearhouse and the Guarantors. As of January 31, 2015, we have approximately $1,087.2 million of secured indebtedness outstanding and $432.5 million of additional borrowing availability under the ABL Facility, excluding letters of credit totaling approximately $18.5 million issued and outstanding, all of which is secured. See "Description of Other Indebtedness" and "Unaudited Pro Forma Condensed Combined Financial Information." We and our subsidiaries may incur additional secured indebtedness in the future.

        If we or a Guarantor becomes insolvent or is liquidated, the lenders under our or the Guarantors' secured indebtedness will have claims on the assets securing their indebtedness and will have priority over any claim for payment under the notes or the guarantees to the extent of such security. If the lenders under the Credit Facilities accelerate the payment of any funds borrowed thereunder and we are unable to repay such indebtedness, the lenders could foreclose on substantially all of our assets and the assets of the Guarantors securing such indebtedness. In this event, our secured lenders would be entitled to be repaid in full from the proceeds of the liquidation of those assets before those assets or the proceeds therefrom would be available for distribution to other creditors, including holders of the notes. Holders of the notes will participate in our remaining assets ratably with all holders of any of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, and it is possible that there would be no assets remaining after satisfaction of the claims of such secured creditors from which claims of the holders of the notes could be satisfied or, if any assets remained, they might be insufficient to satisfy such claims fully.

The notes are structurally subordinated to all indebtedness of our current and future subsidiaries that do not guarantee the notes.

        You will not have any claim as a creditor against any of our current or future subsidiaries that do not guarantee the notes. Indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries are effectively senior to your claims against us and the Guarantors. In addition, the indenture governing the notes and the credit agreements governing our Credit Facilities, subject to some limitations, permit these subsidiaries to incur additional indebtedness and do not

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contain any limitation on the amount of other liabilities, such as trade payables, that may be incurred by these subsidiaries. Certain of our non-guarantor subsidiaries are borrowers and guarantors under the ABL Facility and the notes are structurally subordinated to such indebtedness. As of January 31, 2015, our non-guarantor subsidiaries had an aggregate of approximately $70.2 million of total liabilities (excluding intercompany transactions and borrowing availability under the ABL Facility), all of which is structurally senior to the notes and the related guarantees. For the twelve months ended January 31, 2015, our non-guarantor subsidiaries accounted for 14.6% of our net sales and, as of January 31, 2015, accounted for approximately 9.8% of our total consolidated assets (excluding intercompany transactions).

The Credit Facilities may prohibit us from making payments on the notes.

        The Credit Facilities may limit our ability to make payments on outstanding indebtedness other than regularly scheduled interest and principal payments as and when due. As a result, the Credit Facilities could prohibit us from making any payment on the notes in the event that the notes are accelerated or the holders thereof require us to repurchase the notes upon the occurrence of a change of control. Any such failure to make payments on the notes would cause us to default under the indenture, which in turn would likely be a default under the Credit Facilities and other outstanding and future indebtedness.

We may not be able to purchase the notes upon a change of control or pursuant to an asset sale offer.

        Upon a change of control, as defined under the indenture governing the notes, each holder of the notes will have the right to require us to offer to purchase all of the notes then outstanding at a price equal to 101% of their principal amount plus accrued and unpaid interest. We cannot assure you that we would have sufficient funds available to repay all of our indebtedness, or other payment obligations that would become payable upon a change of control, and to repurchase all of the notes. Our failure to offer to purchase all outstanding notes or to purchase all validly tendered notes would be an event of default under the indenture. Such an event of default may cause the acceleration of our other debt, including the Credit Facilities. The credit agreements governing our Credit Facilities and the indenture governing the notes may limit or prohibit our subsidiaries' ability to make cash available to us, by dividend, debt repayment or otherwise, to enable us to purchase the notes in the event of a change of control or if an asset sale offer is required, unless and until the indebtedness under the Credit Facilities are repaid in full and any other indebtedness that contains similar provisions is repaid, or we obtain a waiver from the holders of such indebtedness to provide us with sufficient cash to repurchase the notes. Our other debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indenture. In addition, in certain circumstances specified in the indenture governing the notes, we will be required to commence a prepayment offer, as defined under the indenture governing the notes, pursuant to which we will be obligated to offer to purchase the applicable notes at a price equal to 100% of their principal amount plus accrued and unpaid interest. Our other debt may contain restrictions that would limit or prohibit us from completing any such asset sale offer. Our failure to purchase any such notes when required under the indenture would be an event of default. See "Description of Notes—Repurchase at the Option of Holders Upon a Change of Control" and "Description of Notes—Certain Covenants—Limitation of Asset Sales."

You may not be able to determine when a change of control giving rise to your right to have the notes repurchased by us has occurred following a sale of "substantially all" of our assets.

        A change of control, as defined in the indenture governing the notes, will require us to make an offer to repurchase all outstanding notes. The definition of change of control includes a phrase relating to the sale, lease or transfer of "all or substantially all" of our assets. There is no precisely established

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definition of the phrase "substantially all" under applicable law. Accordingly, the ability of a holder of notes to require us to repurchase their notes as a result of a sale, assignment, transfer, lease, conveyance or disposition of all or substantially all of our properties or assets to another individual, group or entity may be uncertain.

We may enter into certain transactions that would not constitute a change of control but that result in an increase of our indebtedness.

        Subject to limitations under the indenture governing the notes and the credit agreements governing the Credit Facilities, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a change of control under such agreements, but that could increase the amount of indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings in a way that adversely affects the holders of the notes. See "Description of Notes—Repurchase at the Option of Holders upon a Change of Control."

There is no public market for the notes, which could limit their market price or your ability to sell them.

        The new notes will be new securities for which there is currently no public trading market. We do not intend to apply for listing of the notes on any securities exchange or for the inclusion of the notes in any automated quotation system. If any of the notes are traded after their initial issuance, they may trade at a discount from their principal amount depending on many factors, including prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our financial condition, performance and prospects. Any decline in trading prices, regardless of the cause, may adversely affect the liquidity and trading markets for the new notes.

Volatile trading prices may require you to hold the notes for an indefinite period of time.

        If a market develops for the notes, the notes may trade at prices higher or lower than their initial offering price. The trading price would depend on many factors, such as prevailing interest rates, the market for similar securities, general economic conditions and our financial condition, performance and prospects. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial fluctuation in the prices of these securities. Disruptions of this type could have an adverse effect on the price of the notes. You should be aware that you may be required to bear the financial risk of an investment in the notes for an indefinite period of time.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from the Guarantors.

        The notes are guaranteed by certain of our domestic subsidiaries. Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that Guarantor if, among other things, the Guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

•

received less than reasonably equivalent value or fair consideration for the incurrence of the guarantee; and



•

was insolvent or rendered insolvent by reason of the incurrence of the guarantee; or



•

was engaged in a business or transaction for which the Guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

        In addition, any payment by that Guarantor pursuant to its guarantee could be voided and required to be returned to the Guarantor, or to a fund for the benefit of the creditors of the Guarantor.

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        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a Guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets;



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

If we are not in compliance with our obligations under the registration agreement related to the notes, then Additional Interest will accrue on the principal amount of the original notes.

        We have agreed to use commercially reasonable efforts to consummate the exchange offer of the original notes by July 13, 2015 or cause the original notes to be registered under the Securities Act to permit resales. If we are not in compliance with our obligations under the registration agreement related to the notes, then Additional Interest will accrue on the principal amount of the original notes, in addition to the stated interest on the original notes, from and including the date on which a registration default occurs to but excluding the date on which all registration defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum on the principal amount of the notes during the 90 day period after the occurrence of the registration default and will increase by 0.25% per annum at the end of each subsequent 90 day period. In no event will the rate of Additional Interest exceed 1.00% per annum on the principal amount.

Risks Relating to Our Business

Our business is particularly sensitive to economic conditions and consumer confidence.

        While economic conditions have improved recently, U.S., UK and global economic and political conditions could negatively impact consumer confidence and the level of consumer discretionary spending. The continuation and/or recurrence of these market, political and economic conditions could intensify the adverse effect of such conditions on our revenues and operating results. Consumer confidence may also be adversely affected by national and international security concerns such as war, terrorism, public health events or natural disasters (or the threat of any of these).

        Our business may be adversely affected by a worsening of economic conditions, increases in consumer debt levels and applicable interest rates, uncertainties regarding future economic prospects or a decline in consumer confidence or credit availability. During an actual or perceived economic downturn, fewer customers may shop with us and those who do shop may limit the amounts of their purchases. As a result, we could be required to take significant markdowns and/or increase our marketing and promotional expenses in response to the lower than anticipated levels of demand for our products. In addition, promotional and/or prolonged periods of deep discount pricing by our competitors could have a material adverse effect on our business. Also, as a result of adverse market, political or economic conditions, customers may delay or postpone indefinitely roll-outs of new corporate wear programs, which could have a material adverse effect on our corporate apparel segment.

Our ability to continue to expand our core stores may be limited.

        A large part of our growth has resulted from the addition of new Men's Wearhouse stores and the increased sales volume and profitability provided by these stores. In addition, the recent acquisition of Jos. A. Bank significantly increased the total number of retail stores we operate. As of January 31,

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2015, we operate 698 Men's Wearhouse stores, 636 Jos. A. Bank stores, 123 Moores stores, and 91 K&G stores. We will continue to depend on adding new stores to increase our sales volume and profitability; however, we believe that our ability to increase the number of new stores in the U.S. and Canada may be limited. Therefore, we may not be able to achieve the same rate of growth as we have historically.

        In addition, our ability to open new stores will depend on our ability to obtain suitable locations, negotiate acceptable lease terms, hire qualified personnel and open and operate new stores on a timely and profitable basis. Continued expansion will place increasing demands on our operational, managerial and administrative resources. These increased demands could cause us to operate our business less effectively and in turn, could adversely affect our financial performance and results of operations. Further, the results achieved by our existing stores may not be indicative of the performance or market acceptance of stores in other locations and the opening of new stores in existing markets may adversely affect sales and profits of established stores in those same markets.

Certain of our expansion strategies may present greater risks.

        We are continuously assessing opportunities to expand store concepts and complementary products and services related to our core business, such as corporate apparel and uniform sales. We may expend both capital and personnel resources on such business opportunities which may or may not be successful. Additionally, any new concept is subject to certain risks, including customer acceptance, competition, product differentiation and the ability to obtain suitable sites. We cannot assure you that we will be able to develop and grow new concepts to a point where they will become profitable or generate positive cash flow.

We may not realize the anticipated benefits of the acquisition of Jos. A. Bank, which could adversely impact our business and our operating results.

        We intend to continue the operations of Jos. A. Bank as a separate, stand-alone brand; however, we have devoted and will continue to devote significant managerial attention and resources into the integration of Jos. A. Bank. While we believe that we have sufficient resources to accomplish the integration successfully, there are a number of significant risks involved. We cannot assure you that:

•

the anticipated benefits of the acquisition, including cost savings and synergies, will be fully realized in the anticipated time frame, or at all;



•

the costs incurred or the technical difficulties related to the integration of Jos. A. Bank's business and operations into ours will not be greater than expected;



•

unanticipated costs, charges and expenses will not result from the acquisition and integration;



•

litigation relating to the acquisition will not be filed;



•

we will be able to retain key personnel or labor issues will not arise; and



•

the acquisition and integration will not cause disruption to our business, operations and relationships with our customers, employees, suppliers and other important third parties.

        If we are unable to integrate Jos. A. Bank and manage the integration process successfully, or to achieve a substantial portion of the anticipated benefits of the acquisition within the time frame anticipated by management, it could have a material adverse effect on our business, financial condition or results of operations.

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Any future acquisitions that we may undertake could be difficult to integrate, disrupt our business, dilute shareholder value and harm our operating results.

        In the event we complete one or more new acquisitions, we may be subject to a variety of risks, including risks associated with an ability to integrate acquired assets, systems or operations into our existing operations, diversion of management's attention from core operational matters, higher costs, or unexpected difficulties or problems with acquired assets or entities, outdated or incompatible technologies, labor difficulties or an inability to realize anticipated synergies and efficiencies, whether within anticipated time frames or at all. If one or more of these risks are realized, it could have an adverse impact on our financial condition and operating results.

Our business is seasonal.

        Our business is subject to seasonal fluctuations. For example, our tuxedo rental revenues are heavily concentrated in the second and third quarters while the fourth quarter is considered the seasonal low point. In addition, Jos. A. Bank has historically experienced increased customer traffic during the holiday season and its increased marketing efforts during the holiday season have historically resulted in sales and net earnings generated in the fourth quarter, which are significantly larger as compared to the other three quarters. Any factors negatively affecting us during these peak periods, including inclement weather or unfavorable economic conditions, could have a significant adverse effect on our revenues and operating results. With respect to our corporate apparel sales, seasonal fluctuations are not significant but customer decisions to rebrand, revise or delay their corporate wear programs can cause significant variations in quarterly results. Because of the seasonality of our sales, results for any quarter are not necessarily indicative of the results that may be achieved for the full year.

Comparable sales may continue to fluctuate on a regular basis.

        Our comparable sales have fluctuated significantly in the past on both an annual and quarterly basis and are expected to continue to fluctuate in the future. We believe that a variety of factors affect comparable sales results including, but not limited to, consumer confidence and the level of consumer discretionary spending, changes in economic conditions and consumer disposable income, spending patterns and debt levels, consumer credit availability, weather conditions, the timing of certain holiday seasons, the number and timing of new store openings, changes in the popularity of a retail center, the timing and level of promotional pricing or markdowns, store closings, relocations and remodels, changes in fashion trends and our merchandise mix or other competitive factors. Comparable sales fluctuations may impact our ability to leverage our fixed direct expenses, including store rent and store asset depreciation, which may adversely affect our financial condition or results of operations.

The loss of, or disruption in, our distribution centers could result in delays in the delivery of merchandise to our stores.

        All retail apparel merchandise for Men's Wearhouse stores is received into our Houston distribution center, where the inventory is then processed, sorted and either placed in back-stock or shipped to our stores. In the majority of our larger markets, we also have separate hub facilities or space within certain Men's Wearhouse stores used as redistribution facilities for their respective geographical areas. Our tuxedo rental product is also stored in our Houston distribution center and, to a lesser extent, in five additional distribution facilities located in the U.S. and one in Canada. Merchandise for Jos. A. Bank is received and distributed from our distribution centers in Hampstead and Eldersburg, Maryland, while most merchandise for Moores is distributed from our distribution center in Montreal, Quebec. The majority of merchandise for our K&G stores is direct shipped by vendors to the stores while the remainder is transported from our Houston distribution center. All

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corporate apparel merchandise is received into our distribution facilities located in Houston or California for our U.S. operations and Long Eaton for our UK operations.

        We depend in large part on the orderly operation of this receiving and distribution process, which depends, in turn, on adherence to shipping schedules, proper functioning of our IT and inventory control systems and overall effective management of the distribution centers. Events, such as disruptions in operations due to fire or other catastrophic events, software malfunctions, employee matters or shipping problems, may result in delays in the delivery of merchandise to our stores. For example, given our proximity to the Texas gulf coast, it is possible that a hurricane or tropical storm could damage the Houston distribution center, result in extended power outages or flood roadways into and around the distribution center, any of which would disrupt or delay deliveries to the distribution center and to our stores.

        Although we maintain business interruption and property insurance, we cannot assure you that our insurance will be sufficient, or that insurance proceeds will be paid timely to us, in the event any of our distribution centers are damaged or shut down for any reason, or if we incur higher costs and longer lead times in connection with a disruption at one or more of our distribution centers.

We may be negatively impacted by competition.

        Both the men's retail and the corporate apparel industries are highly competitive with numerous participants. We compete with traditional department stores, specialty men's clothing stores, online retailers, online tuxedo rental providers, off-price retailers, manufacturer-owned and independently-owned outlet stores and their e-commerce channels, independently owned tuxedo rental stores and other corporate apparel providers. In addition, some of our primary competitors sell their products in stores that are located in the same shopping malls or retail centers as our stores, which results in competition for favorable site locations and lease terms in these shopping malls and retail centers.

        We believe our overall product mix makes our business less vulnerable to changes in merchandise trends than many fashion-forward and specialty apparel retailers; however, our sales and profitability depend upon our continued ability to effectively manage a variety of competitive challenges, including:

•

anticipating and quickly responding to changing trends and consumer demands;



•

maintaining favorable brand recognition and effectively marketing our products to consumers in several diverse market segments;



•

developing innovative, high-quality new products and/or product and brand extensions in sizes, colors and styles that appeal to consumers of varying age groups and tastes;



•

competitively pricing our products and providing superior service and value to our customers;



•

countering the promotional or other pricing activities of our competitors; and



•

providing strong and effective marketing support.

        Increased competition or our failure to meet these competitive challenges could result in price reductions, increased marketing expenditures and loss of market share, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our success significantly depends on our key personnel and our ability to attract and retain key personnel.

        Our success depends upon the personal efforts and abilities of our senior management team and other key personnel. Although we believe we have a strong management team with significant industry expertise, we face intense competition in hiring and retaining these personnel and the extended loss of the services of key personnel could have a material adverse effect on our business, financial condition and results of operations.

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        Also, our continued success and the achievement of our expansion goals are dependent upon our ability to attract and retain additional qualified employees. If we are unable to retain and motivate our current personnel and attract talented new personnel, our business, financial condition and results of operations could be adversely affected.

Fluctuations in exchange rates may cause us to experience currency exchange losses.

        Moores, our Canadian subsidiary, conducts most of its business in Canadian dollars ("CAD") but purchases a significant portion of its merchandise in U.S. dollars. The exchange rate between CAD and U.S. dollars has fluctuated historically. Recently, the value of the CAD against the U.S. dollar has weakened. If this valuation does not improve, then the revenues and earnings of our Canadian operations will be reduced when they are translated to U.S. dollars. Also, the value of our Canadian net assets as expressed in U.S. dollars may decline. Moores utilizes foreign currency hedging contracts to limit exposure to changes in U.S. dollar/CAD exchange rates; however, these hedging activities may not adequately protect our Canadian operations from exchange rate risk.

        Dimensions and Alexandra, our UK-based operations, sell their products and conduct their business primarily in pounds Sterling ("GBP") but purchase most of their merchandise in U.S. dollars or Euro. The exchange rate between the GBP, Euro and U.S. dollar has fluctuated historically. A decline in the value of the GBP as compared to the Euro or U.S. dollar may adversely impact our UK operating results as the cost of merchandise purchases will increase, particularly in relation to longer term customer contracts that have little or no pricing adjustment provisions, and the revenues and earnings of our UK operations will be reduced when they are translated to U.S. dollars. Also, the value of our UK net assets as expressed in U.S. dollars may decline. Dimensions and Alexandra may, from time to time, utilize foreign currency hedging contracts as well as price renegotiations to limit exposure to some of this risk; however, these activities may not adequately protect our UK operations from exchange rate risk.

We are subject to import risks, including potential disruptions in supply, changes in duties, tariffs, quotas and export restrictions on imported merchandise, strikes and other events affecting delivery; and economic, political or other problems in countries from or through which merchandise is sourced or imported.

        Many of the products sold in our stores and our corporate apparel operations are sourced from various foreign countries. Political or financial instability, war, civil strife, terrorism, trade restrictions, tariffs, currency exchange rates, transport capacity limitations, labor disruptions, strikes and other work stoppages and other factors relating to international trade are beyond our control and could affect the availability and the price of our inventory.

        We require our vendors to operate in compliance with applicable laws and regulations and our internal policy requirements. Our business could be adversely affected if our vendors do not comply with applicable legal requirements, our vendor policies and practices generally acceptable in the United States regarding social and ethical matters and acceptable labor and sourcing practices (collectively, "Vendor Requirements").

        The violation of our Vendor Requirements by any of our vendors could disrupt our supply chain. In addition, any such violation could damage our reputation, which may result in decreased customer traffic to our stores, websites and call center. In the event of any violations, we may decide that it is necessary or desirable to seek alternative vendors, which could adversely affect our business, financial condition and results of operations.

Labor union disputes could impact our business.

        Approximately 650 of our employees at the factory located in New Bedford, Massachusetts that manufactures our Joseph Abboud clothing are members of Unite Here, a New England based labor

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union. Also, approximately 350 employees working in the Jos. A. Bank Hampstead, Maryland tailoring overflow shop and distribution centers are represented by the Mid-Atlantic Regional Joint Board, Local 806 and, approximately 130 Jos. A. Bank sales associates in New York City and four surrounding New York counties are represented by Local 340, New York New Jersey Regional Joint Board, Workers United. Should a labor dispute arise, we could experience shortages in product to sell in our stores or disruptions in services provided at our Jos. A. Bank stores.

Any significant interruption in fabric supply could cause interruptions at our U.S. tailored clothing factory.

        The principal raw material used by our U.S. tailored clothing factory is fabric. Most of the factory's supply arrangements are seasonal. The factory does not have any long-term agreements in place with its fabric suppliers; therefore, we cannot assure you that any of such suppliers will continue to do business with us in the future. If a particular mill were to experience a delay due to fire or natural disaster and become unable to meet the factory's supply needs, it could take a period of up to several months for us to arrange for and receive an alternate supply of such fabric. In addition, import and export delays caused, for example, by an extended strike at the port of entry, could prevent the factory from receiving fabric shipped by its suppliers. Therefore, there could be a negative effect on the ability of the factory to meet its production goals if there is an unexpected loss of a supplier of fabric or a long interruption in shipments from any fabric supplier.

Our business is global in scope and can be impacted by factors beyond our control.

        As a result of our international operations and our sourcing of merchandise and tuxedo rental product from vendors located outside of the United States, we face the possibility of greater losses from a number of risks inherent in doing business in international markets and from a number of factors which are beyond our control. Such factors that could harm our results of operations and financial condition include, among other things:

•

political instability, civil strife or insurrection, or acts of terrorism, which disrupt trade with the countries where we operate or in which our contractors, suppliers or customers are located;



•

recessions in foreign economies;



•

logistic and other challenges in managing our foreign operations;



•

imposition of new legislation or rules relating to imports that may limit the quantity of goods which may be imported into the United States from certain countries or regions;



•

obligations associated with being an importer of record, including monitoring and complying with all corresponding legal requirements;



•

imposition of duties, taxes and other charges on imports;



•

issues relating to compliance with domestic or international labor standards which may result in adverse publicity;



•

migration of our manufacturers, which can affect where our raw materials and/or products are or will be produced;



•

volatile global economic, market or political environments;



•

volatile shipping availability, fuel supplies and related costs;



•

the fluctuation in the value of the U.S. dollar relative to the local currencies used by our suppliers;



•

increased difficulty in protecting our intellectual property rights in foreign jurisdictions; and

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•

restrictions on the transfer of funds between the U.S. and foreign jurisdictions.

Our business could be adversely affected by increased costs of the raw materials and other resources that are important to our business.

        The raw materials used to manufacture our products are subject to availability constraints and price volatility caused by high demand for fabrics, weather conditions, supply conditions, government regulations, economic climate and other unpredictable factors. In addition, our transportation and labor costs are subject to price volatility caused by the price of oil, supply of labor, governmental regulations, economic climate and other unpredictable factors. Increases in demand for, or the price of, raw materials, distribution services and labor, including federal and state minimum wage rates, could have a material adverse effect on our business, financial condition and results of operations.

        The increase in the costs of wool and other raw materials significant to the manufacturer of apparel and the costs of manufacturing could materially affect our results of operations to the extent they cannot be mitigated through price increases and relocation to lower cost sources of supply or other cost reductions. These increased costs could particularly impact our managed contract corporate wear business which tends to have more long term contractually committed customer sales arrangements with limited price flexibility.

Our success depends, in part, on our ability to meet the changing preferences of our customers and manage merchandise lead times.

        We believe that men's attire is characterized by infrequent and more predictable fashion changes; however, our success is dependent in part upon our ability to gauge the tastes of our customers and to provide merchandise that satisfies customer demand in a timely manner. As our business is seasonal, we must purchase and carry a significant amount of inventory prior to peak selling seasons.

        We issue purchase orders for the purchase and manufacture of merchandise well in advance of the applicable selling season. As a result, we are vulnerable to demand and pricing shifts. In addition, lead times for many of our purchases are lengthy, which may make it more difficult for us to respond quickly to new or changing merchandise trends or consumer acceptance of our products. As a result, there could be a material adverse effect on our business, financial condition and results of operations.

Our business is subject to numerous, varied and changing laws, rules and regulations, the interpretation of which can be uncertain and which may lead to litigation or administrative proceedings.

        Our business is subject to rules issued by the payment card industry (PCI), and laws, rules and regulations promulgated by international, national, state and local authorities, including laws, rules and regulations relating to privacy, use of consumer information, credit cards and advertising. In addition, we have over 26,000 employees located in the U.S., Puerto Rico and in multiple foreign countries and, as a result, we are subject to numerous and varying laws, rules and regulations related to employment. All of these laws, rules and regulations and the interpretation thereof are subject to change and often application thereof may be unclear. As a result, from time to time, we are subject to inquiries, investigations, and/or litigation, including class action lawsuits, and administrative actions related to compliance with these laws, rules and regulations. Additionally, we are involved in various routine legal proceedings, including ongoing litigation, incidental to the conduct of our business. Litigation or regulatory developments could adversely affect our business, financial condition and results of operations.

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Jos. A. Bank's advertising, marketing and promotional activities have been the subject of review by state regulators.

        Jos. A. Bank is subject to a consent decree with the New York Office of the Attorney General regarding certain advertising practices relating to sales promotions in the state of New York. In addition, Jos. A. Bank has in the past been, and may from time to time in the future be, required to respond to inquiries from other State Attorney Generals related to its advertising practices. Although we endeavor to monitor and comply with all applicable laws and regulations to ensure that all advertising, marketing and promotional activities comply with all applicable legal requirements, many of the applicable legal requirements involve subjective judgments. It is possible that any resolution we may reach with any governmental authority may materially impact our current or future planned marketing program and could have an adverse impact on our business.

If we are unable to operate information systems and implement new technologies effectively, our business could be disrupted or our sales or profitability could be reduced.

        The efficient operation of our business is dependent on our information systems, including our ability to operate them effectively and successfully implement new technologies, systems, controls and adequate disaster recovery systems. We also maintain multiple internet websites in the U.S. and a number of other countries. In addition, we must protect the confidentiality of our and our customers' data. The failure of our information systems to perform as designed or our failure to implement and operate them effectively could disrupt our business or subject us to liability and thereby harm our profitability.

We could be subject to losses if we fail to address emerging security threats or detect and prevent privacy and security incidents.

        As part of our normal operations, we maintain and transmit confidential information about our customers as well as proprietary information relating to our business operations. Our systems or our third-party service providers' systems may be vulnerable to privacy and security incidents including attacks by unauthorized users, corruption by computer viruses or other malicious software code, emerging cybersecurity risks, inadvertent or intentional release of confidential or proprietary information, or other similar events. The occurrence of any security breach involving the misappropriation, loss or other unauthorized disclosure of information about us or our customers, whether by us or by one of our third-party service providers, could, among other things:

•

cause damage to our reputation;



•

allow competitors access to our proprietary business information;



•

subject us to liability for a failure to safeguard customer data;



•

subject us to financial and legal risks, including regulatory action or litigation;



•

impact our ability to process credit card transactions; and



•

require significant capital and operating expenditures to investigate and remediate the breach.

        In this respect, credit card companies are requiring businesses that accept their credit cards to implement pin and chip card recognition systems by October 2015. Failure to have this in place could result in our being responsible to the credit card companies for losses they incur from fraudulent use of credit card information improperly obtained from information captured by us. Because of anticipated shortages in the availability of the necessary pin and chip recognition equipment, we do not anticipate that we will have pin and chip recognition fully installed until the end of 2015. As a result, in the event of a data breach following the October 2015 deadline but before the certification and implementation

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of this system, we may face liabilities that could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to obtain insurance coverage in the future at current rates.

        Our current insurance program is consistent with both our past level of coverage and our risk management policies. While we believe we will be able to obtain liability insurance in the future, because of increased selectivity by insurance providers, we may only be able to obtain such insurance at increased rates and/or with reduced coverage levels, if at all, which could adversely impact our financial condition and results of operations. In addition, we self-insure against a number of risks. Although we believe that our self-insurance program is adequately prepared for such risks, we may face losses that could have an adverse impact on our financial condition and results of operations.

Compliance with changing regulations and standards for accounting, corporate governance, tax and employment laws could result in increased administrative expenses and could adversely impact our business, results of operations and reported financial results.

        Our policies, procedures and internal controls are designed to help us comply with all applicable laws, accounting and reporting requirements, regulations and tax requirements, including those imposed by the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC and the New York Stock Exchange, as well as applicable employment laws and the health care reform legislation, such as the Affordable Care Act. Shareholder activism, the current political environment, financial reform legislation and the current high level of government intervention and regulatory reform has led, and may continue to lead, to substantial new regulations and compliance obligations. Any changes in regulations, the imposition of additional regulations or the enactment of any new legislation that affects employment and labor, trade, product safety, transportation and logistics, health care, tax, privacy, or environmental issues, among other things, may increase the complexity of the regulatory environment in which we operate and the related cost of compliance. Failure to comply with the various laws and regulations, as well as changes in laws and regulations, could have an adverse impact on our reputation, financial condition or results of operations.

Changes in accounting standards and estimates could materially impact our results of operations.

        Generally accepted accounting principles and the related authoritative guidance for many aspects of our business, including revenue recognition, inventories, goodwill and intangible assets, leases and income taxes, are complex, continually evolving and involve subjective judgments. Changes in these rules or changes in the underlying estimates, assumptions or judgments by our management could have a material adverse effect on our reported results of operations. For example, proposed authoritative guidance for lease accounting, once finalized and enacted, may have a material adverse effect on our results of operations and financial position.

We may recognize impairment on long-lived assets, goodwill and intangible assets.

        Periodically, we review our long-lived assets for impairment whenever economic events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We also review our goodwill and intangible assets for indicators of impairment in accordance with applicable accounting rules. Goodwill and intangible assets have significantly increased in light of our Jos. A. Bank acquisition. Significant negative industry or general economic trends, disruptions to our business and unexpected significant changes or planned changes in our use of the assets may result in impairments to our goodwill, intangible assets and other long-lived assets. Any reduction in or impairment of the value of goodwill or intangible assets will result in a charge against earnings, which could have a material adverse impact on our reported results of operations and financial condition.

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Our failure to protect our reputation could have a material adverse effect on our brands.

        Our ability to maintain our reputation is critical to our brands. Our reputation could be jeopardized if we fail to maintain high standards for merchandise quality and integrity and customer service. Any negative publicity about these types of concerns may reduce demand for our merchandise. Failure to comply with ethical, social, product, labor, health and safety or environmental standards could also jeopardize our reputation and potentially lead to various adverse consumer actions, including boycotts. Public perception about our company as a whole, our products or our stores, whether justified or not, could impair our reputation, involve us in litigation, damage our brand and have a material adverse effect on our business. Failure to comply with local laws and regulations, to maintain an effective system of internal controls and provide accurate and timely financial statement information, or to prevent security breaches could also hurt our reputation. Damage to our reputation or loss of consumer confidence for any of these or other reasons could have a material adverse effect on our results of operations and financial condition, as well as require additional time and resources to rebuild our reputation.

The actual and pro forma financial and other information relating to Jos. A. Bank in this prospectus does not purport to be indicative of what our or Jos. A. Bank's actual business, financial condition or results of operations would have been had the acquisition been completed on the dates indicated or will be in the future.

        The unaudited pro forma condensed combined financial information included in this prospectus contains adjustments that are based on preliminary estimates required to be presented in the Unaudited Pro Forma Condensed Combined Financial Information. The actual results reported in periods following the transaction may differ significantly from that reflected in the Unaudited Pro Forma Condensed Combined Financial Information for a number of reasons, including but not limited to: differences between the assumptions used to prepare these pro forma financial statements and actual amounts, cost savings from operating efficiencies, differences resulting from potential synergies, the impact of the incremental costs incurred in integrating the Jos. A. Bank business, or Men's Wearhouse's or Jos. A. Bank's results of operations, financial condition or other transactions or developments. Accordingly, the Unaudited Pro Forma Condensed Combined Financial Information should not be considered illustrative of our financial condition or results of operations following consummation of the acquisition and we caution you not to place undue reliance on the Unaudited Pro Forma Condensed Combined Financial Information. In particular, we have incurred substantial transaction and acquisition-related fees and costs with respect to the acquisition and related transactions, as well as significant integration costs, such as the elimination of duplicative operations and consolidation of administrative, financing, accounting and other back-office functions, sales and marketing operations, technical operations and support, and research and development activities. We may also incur additional costs to maintain employee morale and to retain key employees. See "Unaudited Pro Forma Condensed Combined Financial Information" for more information.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        On June 18, 2014, we privately placed $600.0 million aggregate principal amount of the original notes in a transaction exempt from registration under the Securities Act and the Guarantors jointly and severally guaranteed the original notes on an unsecured basis. Accordingly, the original notes may not be reoffered, resold or otherwise transferred in the United States unless so registered or unless an exemption from the Securities Act registration requirements is available.

        In connection with the private placement, we entered into a registration rights agreement, dated as of June 18, 2014, with the initial purchasers of the original notes. In the registration rights agreement, we agreed with the initial purchasers of the original notes, for the benefit of the holders of the original notes, to:

•

use our commercially reasonable efforts to file, at our expense, a registration statement with the U.S. Securities and Exchange Commission (the "SEC") relating to the exchange offer as soon as practicable after the issuance of the original notes;



•

use our commercially reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act on or prior to July 13, 2015;



•

upon effectiveness of the exchange offer registration statement, commence the exchange offer; and



•

use our commercially reasonable efforts to cause the exchange offer to be consummated on the earliest practicable date after the exchange offer registration statement has become effective, but in no event later than July 13, 2015.

        In addition, we have agreed to keep the exchange offer open for at least 30 days, or longer if required by applicable law, after the date on which notice of the exchange offer is mailed to the holders of the original notes. The new notes are being offered under this prospectus to satisfy our obligations under the registration rights agreement.

Terms of the Exchange

        Upon the terms and subject to the conditions contained in this prospectus and in the letter of transmittal that accompanies this prospectus, we are offering to exchange (i) $1,000 in principal amount of new notes for each $1,000 in principal amount of outstanding original notes. The terms of the new notes are substantially identical to the terms of the original notes for which they may be exchanged in the exchange offer, except that:

        (1)   the new notes will be freely transferable, other than as described in this prospectus;

        (2)   the new notes will not contain any legend restricting their transfer;

        (3)   holders of the new notes will not be entitled to certain rights of the holders of the original notes under the registration rights agreement, which rights will terminate on completion of the exchange offer; and

        (4)   the new notes will not contain any provisions regarding the payment of Additional Interest.

The new notes will evidence the same debt as the original notes and will be entitled to the benefits of the same indenture. See "Description of Notes."

        The exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered for exchange.

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        Based on interpretations by the SEC's staff in no-action letters issued to other parties, we believe that holders of new notes issued in the exchange offer may transfer the new notes without complying with the registration and prospectus delivery requirements of the Securities Act if the holders:

        (1)   acquired the new notes in the ordinary course of the holders' business;

        (2)   are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the new notes;

        (3)   are not affiliates of the Company within the meaning of Rule 405 under the Securities Act;

        (4)   are not broker-dealers who acquired original notes directly from the Company; and

        (5)   are not broker-dealers who acquired original notes as a result of market-making or other trading activities. See "Plan of Distribution."

        Each broker-dealer that receives new notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution."

        The letter of transmittal that accompanies this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. A participating broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of new notes received in exchange for original notes where those new notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, starting on the date of this prospectus and ending on the close of business on the day that is 90 days following the date of this prospectus, they will make this prospectus available to any broker-dealer for use in connection with any resale of this kind.

        Tendering holders of original notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the applicable letter of transmittal, transfer taxes relating to the exchange of original notes for new notes in the exchange offer.

Shelf Registration Statement

        If:

        (1)   we are not required to file an exchange offer registration statement or to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy,

        (2)   for any reason the exchange offer is not consummated by July 13, 2015, or,

        (3)   with respect to the holders of the original notes (A) such holder is prohibited by applicable law or SEC policy from participating in the exchange offer, (B) such holder may not resell the new notes acquired in the exchange offer to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales by such holder or (C) such holder is a broker-dealer and holds original notes acquired directly from Men's Wearhouse,

        Then, upon such holder of original note's request, Men's Wearhouse and the Guarantors will:

        (1)   use their commercially reasonable efforts to file a shelf registration statement on or prior to the earliest to occur of (i) the 45^th day after the date on which we determine that we are not required to file the exchange offer registration statement, (ii) the 45^th day after the date on which we receive notice from a holder of original notes as contemplated by clause (3) above or

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(iii) July 13, 2015, the earliest of clauses (i), (ii) and (iii) being referred to as the "Shelf Filing Deadline", and

        (2)   use their commercially reasonable efforts to cause the shelf registration statement to be declared effective by the SEC on or before the 45^th day after the Shelf Filing Deadline.

        We will use commercially reasonable efforts to keep such shelf registration statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of original notes by the holders entitled to the benefits of this section and to ensure that it conforms with the requirements the registration rights agreement, the Securities Act and SEC policy until the earlier of (i) the second anniversary of the effective date of such shelf registration statement or (ii) the date all of the original notes covered by such shelf registration statement have been sold pursuant to such shelf registration statement.

        For purposes of determining whether we are obligated to file a shelf registration statement, the requirement that a participating broker-dealer deliver this prospectus in connection with sales of new notes will not result in those new notes being deemed not freely tradable.

Additional Interest

        Additional interest will accrue on the principal amount of the original notes, in addition to the stated interest on the original notes, from and including the date on which a registration default occurs to but excluding the date on which all registration defaults have been cured (such additional interest being referred to as "Additional Interest").

        With respect to the original notes, the occurrence of any of the following is a registration default:

        (1)   any shelf registration statement required by the registration rights agreement has not been filed with the SEC on or prior to the Shelf Filing Deadline;

        (2)   any shelf registration statement has not been declared effective by the SEC on or prior to the 45^th day after the Shelf Filing Deadline;

        (3)   the exchange offer has not been consummated by July 13, 2015; or

        (4)   an exchange offer registration statement or shelf registration statement has been filed and declared effective but has thereafter ceased to be effective or failed to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such registration statement that cures such failure and that is itself immediately declared effective.

        Additional Interest will accrue at a rate of 0.25% per annum on the principal amount of the notes during the 90-day period after the occurrence of the registration default and will increase by 0.25% per annum at the end of each subsequent 90-day period. In no event will the rate exceed 1.00% per annum on the principal amount. If the exchange offer is completed on the terms and within the period contemplated by this prospectus, no Additional Interest will be payable.

        The summary of the provisions of the registration rights agreement contained in this prospectus does not purport to be complete. This summary is subject to and is qualified in its entirety by reference to all the provisions of the registration agreement, a copy of which is an exhibit to the registration statement of which this prospectus is a part.

Expiration Date; Extensions; Termination; Amendments

        The expiration date of the exchange offer is 5:00 p.m., New York City time, on June 23, 2015, unless extended by us in our sole discretion, in which case, the expiration date will be the latest time and date to which the exchange offer is extended. We reserve the right, in our sole discretion, to extend the exchange offer at any time and from time to time before the expiration date by giving written

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notice to The Bank of New York Mellon Trust Company, N.A., the exchange agent, and by timely public announcement. Unless otherwise required by applicable law or regulation, the public announcement will be made by a release to the PR Newswire or other national newswire service. During any extension of the exchange offer, all original notes previously tendered in the exchange offer will remain subject to the exchange offer.

        We expressly reserve the right to:

        (1)   delay accepting any unregistered notes, to extend or terminate the exchange offer and not accept for exchange any original notes for any reason, including if any of the events described below under "—Conditions to the Exchange Offer" will have occurred and will not have been waived; and

        (2)   amend the terms of the exchange offer in any manner.

        If any termination or amendment occurs, we will notify the exchange agent in writing and will either issue a press release or give written notice to the holders of the original notes as promptly as practicable. Unless we terminate the exchange offer prior to 5:00 p.m., New York City time, on the expiration date, we will exchange the new notes for the original notes on the exchange date.

        If:

        (1)   we waive any material condition to the exchange offer or amend the exchange offer in any other material respect; and

        (2)   at the time that notice of this waiver or amendment is first published, sent or given to holders of original notes in the manner specified above, the exchange offer is scheduled to expire at any time earlier than the fifth business day from, and including, the date that the notice is first so published, sent or given,

then the exchange offer will be extended until that fifth business day.

        We will mail this prospectus and the letter of transmittal and other relevant materials to record holders of original notes. In addition, these materials will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer or any extension of the exchange offer, we will not be required to issue new notes for any properly tendered original notes not previously accepted. We may terminate the exchange offer by written notice to the exchange agent and by timely public announcement communicated, unless otherwise required by applicable law or regulation, by making a release to the PR Newswire or other national newswire service or, at its option, modify or otherwise amend the exchange offer, if:

        (1)   any action or proceeding is threatened, instituted or pending before, or any injunction, order or decree is issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission:

        (A)  seeking to restrain or prohibit the making or completion of the exchange offer or any other transaction contemplated by the exchange offer,

        (B)  assessing or seeking any damages as a result of the making or completion of the exchange offer or any other transaction contemplated by the exchange offer, or

        (C)  resulting in a material delay in the ability of the Company to accept for exchange or exchange some or all of the original notes in the exchange offer;

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        (2)   any statute, rule, regulation, order or injunction is sought, proposed, introduced, enacted, promulgated or deemed applicable to the exchange offer or any of the transactions contemplated by the exchange offer by any government or governmental authority, domestic or foreign, or any action is taken, proposed or threatened, by any government, governmental authority, agency or court, domestic or foreign, that in our sole judgment might result in any of the consequences referred to in clauses (1)(A) or (B) above or, in our sole judgment, might result in the holders of new notes having obligations relating to resales and transfers of new notes which are greater than those described in the interpretations of the SEC referred to in "—Terms of the Exchange" above, or would otherwise make it inadvisable to proceed with the exchange offer; or

        (3)   a material adverse change has occurred in our business, condition (financial or otherwise), operations, or prospects.

        The conditions described above are for our sole benefit. We may assert these conditions regarding all or any portion of the exchange offer regardless of the circumstances, including any action or inaction on our part, giving rise to the condition. We may waive these conditions in whole or in part at any time or from time to time in our sole discretion. Our failure at any time to exercise any of the rights described above will not be deemed a waiver of any of those rights, and each right will be deemed an ongoing right which may be asserted at any time or from time to time. In addition, we have reserved the right, despite the satisfaction of each of the conditions described above, to terminate or amend the exchange offer.

        Any determination by us concerning the fulfillment or non-fulfillment of any conditions will be final and binding upon all parties.

        In addition, we will not accept for exchange any original notes tendered and no new notes will be issued in exchange for any original notes, if at that time any stop order is threatened or in effect relating to:

        (1)   the registration statement of which this prospectus constitutes a part; or

        (2)   the qualification of the indenture under the Trust Indenture Act.

How to Tender

        The tender to us of original notes according to one of the procedures described below will constitute an agreement between that holder of original notes and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

        General Procedures.    A holder of an original note may tender them (i) by properly completing and signing the letter of transmittal or a facsimile of the letter of transmittal and delivering them, together with the certificate or certificates representing the original notes being tendered and any required signature guarantees to the exchange agent at the address set forth below under "—Exchange Agent" on or before the expiration date or (ii) by delivery of a timely confirmation of a book-entry transfer of the original notes being tendered to the exchange agent's account at the book-entry transfer facility, along with the letter of transmittal or an Agent's Message, according to the procedure described below, to the exchange agent at the address set forth below under "—Exchange Agent" on or before the expiration date. All references in this prospectus to the letter of transmittal include a facsimile of the letter of transmittal.

        If tendered original notes are registered in the name of the signer of the applicable letter of transmittal and the new notes to be issued in exchange for accepted original notes are to be issued, and any untendered original notes are to be reissued, in the name of the registered holder, the signature of the signer need not be guaranteed. In any other case, the tendered original notes must be endorsed or accompanied by written instruments of transfer in form satisfactory to us. They must also be duly

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executed by the registered holder. In addition, the signature on the endorsement or instrument of transfer must be guaranteed by an eligible guarantor institution that is a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Exchange Act. If the new notes and/or original notes not exchanged are to be delivered to an address other than that of the registered holder appearing on the note register for the original notes, an eligible guarantor institution must guarantee the signature on the applicable letter of transmittal.

        Any beneficial owner whose original notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender original notes should contact the holder promptly and instruct it to tender on the beneficial owner's behalf. If the beneficial owner wishes to tender the original notes itself, the beneficial owner must either make appropriate arrangements to register ownership of the original notes in its name or follow the procedures described in the immediately preceding paragraph. The beneficial owner must make these arrangements or follow these procedures before completing and executing the letter of transmittal and delivering the original notes. The transfer of record ownership may take considerable time.

        Book-Entry Transfer.    The exchange agent will make a request to establish an account for the original notes at each book-entry transfer facility for purposes of the exchange offer within two business days after receipt of this prospectus unless the exchange agent already has established an account with the book-entry transfer facility suitable for the exchange offer. Subject to the establishment of the account, any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of original notes by causing a book-entry transfer facility to transfer the original notes into one of the exchange agent's accounts at the book-entry transfer facility in accordance with the facility's procedures. A delivery of original notes through a book-entry transfer into the exchange agent's account at the book-entry transfer facility will be effective only if an Agent's Message or the letter of transmittal, with any required signature guarantees and any other required documents, is transmitted to and received by the exchange agent at the address indicated below under "—Exchange Agent" on or before the expiration date.

        The term "Agent's Message" means a message, transmitted by a book-entry transfer facility to and received by the exchange agent and forming part of a book-entry transfer, referred to as a "book-entry confirmation," which states that the book-entry transfer facility has received an express acknowledgment from the tendering holder, which acknowledgment states that such holder has received and agrees to be bound by the letter of transmittal and that we may enforce such letter of transmittal against such holder.

        The method of delivery of original notes and all other documents is at the election and risk of the holder. If sent by mail, it is recommended that the holder use registered mail, return receipt requested, obtain proper insurance, and make the mailing sufficiently in advance of the expiration date to permit delivery to the exchange agent on or before the expiration date.

        Unless (i) original notes being tendered by the above-described method, accompanied or preceded by a properly completed and duly signed letter of transmittal and any other required documents, are deposited with the exchange agent within the time period described above or (ii) a timely confirmation of a book-entry transfer is deposited with the exchange agent within the time period described above, accompanied or preceded by an Agent's Message or a properly completed letter of transmittal and any other required documents, we may reject the tender.

        A tender will be deemed to have been received as of the date when the tendering holder's properly completed and duly signed letter of transmittal accompanied by the original notes or a timely confirmation of a book-entry transfer is received by the exchange agent. Delivery of documents to the book-entry transfer facility in accordance with its procedures does not constitute delivery to the exchange agent.

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        We will determine all questions as to the validity, form, eligibility, including time of receipt, and acceptance for exchange of any tender of original notes. Our determination will be final and binding. We reserve the absolute right to reject any or all tenders not in proper form or the acceptances for exchange of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the exchange offer or any defect or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case of other holders. Neither Men's Wearhouse, the exchange agent, the trustee or any other person will incur any liability for failure to give notification of any defects or irregularities in tenders. Our interpretation of the terms and conditions of the exchange offer, including the letter of transmittal and the instructions to the letter of transmittal, will be final and binding.

Terms and Conditions of the Letter of Transmittal

        The letter of transmittal contains, among other things, the following terms and conditions, which are part of the exchange offer.

        The party tendering original notes for exchange, or the transferor, exchanges, assigns and transfers the original notes to Men's Wearhouse and irrevocably constitutes and appoints our exchange agent as its agent and attorney-in-fact to cause the original notes to be assigned, transferred and exchanged. The transferor represents and warrants that:

        (1)   it has full power and authority to tender, exchange, assign and transfer the original notes and to acquire new notes issuable upon the exchange of the tendered original notes; and

        (2)   when the same are accepted for exchange, we will acquire good and unencumbered title to the tendered original notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim.

        The transferor also warrants that it will, upon request, execute and deliver any additional documents we deem necessary or desirable to complete the exchange, assignment and transfer of tendered original notes. The transferor further agrees that our acceptance of any tendered original notes and the issuance of new notes in exchange will constitute performance in full of our obligations under the registration rights agreement and that we will have no further obligations or liabilities under the applicable registration rights agreement, except in certain limited circumstances. All authority conferred by the transferor will survive the death or incapacity of the transferor and every obligation of the transferor will be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of the transferor.

        By tendering original notes, the transferor certifies that:

        (1)   it is not an affiliate of Men's Wearhouse within the meaning of Rule 405 under the Securities Act, that it is not a broker-dealer that owns original notes acquired directly from Men's Wearhouse or an affiliate of Men's Wearhouse, that it is acquiring the new notes offered hereby in the ordinary course of its business and that it has no arrangement with any person to participate in the distribution of the new notes; or

        (2)   it is an affiliate, as so defined, of Men's Wearhouse or of the initial purchasers, and that it will comply with applicable registration and prospectus delivery requirements of the Securities Act.

        Each broker-dealer that receives new notes for its own account in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

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Withdrawal Rights

        Original notes tendered in the exchange offer may be withdrawn at any time before the expiration date.

        For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at the address set forth below under "—Exchange Agent." Any notice of withdrawal must:

        (1)   specify the person named in the applicable letter of transmittal as having tendered original notes to be withdrawn;

        (2)   specify the certificate numbers of original notes to be withdrawn (unless held via book-entry, in which case see below);

        (3)   specify the principal amount of original notes to be withdrawn, which must be an authorized denomination;

        (4)   state that the holder is withdrawing its election to have those original notes exchanged;

        (5)   state the name of the registered holder of those original notes; and

        (6)   be signed by the holder in the same manner as the original signature on the applicable letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of the original notes being withdrawn.

        If certificates for original notes have been delivered or otherwise identified to the exchange agent, then prior to the release of those certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution unless that holder is an eligible institution.

        If original notes have been tendered pursuant to the procedure for book-entry transfer described above, the executed notice of withdrawal, guaranteed by an eligible institution, unless that holder is an eligible institution, must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn original notes and otherwise comply with the procedures of that facility. All questions as to the validity, form and eligibility, including time of receipt, of those notices will be determined by us, and our determination will be final and binding on all parties. Any original notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any original notes which have been tendered for exchange but which are not exchanged for any reason will be either

        (1)   returned to the holder without cost to that holder; or

        (2)   in the case of original notes tendered by book-entry transfer into the exchange agent's applicable account at the book-entry transfer facility pursuant to the book-entry transfer procedures described above, those original notes will be credited to an account maintained with the book-entry transfer facility for the original notes, in either case as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn original notes may be retendered by following one of the procedures described under "—How to Tender" above at any time on or prior to the expiration date.

Acceptance of Original Notes for Exchange; Delivery of New Notes

        Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of original notes validly tendered and not withdrawn and the issuance of the new notes will be made on the exchange date. For the purposes of the exchange offer, we will be deemed to have accepted for

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exchange validly tendered original notes when, as and if we have given written notice of acceptance to the exchange agent.

        The exchange agent will act as agent for the tendering holders of original notes for the purposes of receiving new notes from Men's Wearhouse and causing the original notes to be assigned, transferred and exchanged. Upon the terms and subject to the conditions of the exchange offer, delivery of new notes to be issued in exchange for accepted original notes will be made by the exchange agent promptly after acceptance of the tendered original notes. Original notes not accepted for exchange will be returned without expense to the tendering holders. Or, in the case of original notes tendered by book-entry transfer, the non-exchanged original notes will be credited to an account maintained with the book-entry transfer facility promptly following the expiration date. If we terminate the exchange offer before the expiration date, these non-exchanged original notes will be credited to the exchange agent's applicable account promptly after the exchange offer is terminated.

Exchange Agent

        The Bank of New York Mellon Trust Company, N.A. has been appointed as the exchange agent for the exchange offer. Letters of transmittal must be addressed to the exchange agent at the address set forth below.

Deliver to:
The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

By Registered or Certified Mail:
The Bank of New York Mellon Trust Company, N.A., as Exchange Agent
c/o The Bank of New York Mellon Corporation
Corporate Trust Operations—Reorganization Unit
111 Sanders Creek Parkway
East Syracuse, NY 13057
Attn: Dacia D. Brown-Jones
Facsimile: 732-667-9408

        Delivery to an address other than as set forth in this prospectus, or transmissions of instructions via a facsimile number other than the one set forth herein, will not constitute a valid delivery.

Solicitation of Tenders; Expenses

        We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others for soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse it for reasonable out-of-pocket expenses in connection with its services. We will also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. The expenses to be incurred in connection with the exchange offer, including the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us and are estimated at approximately $275,000.

Appraisal Rights

        Holders of original notes will not have dissenters' rights or appraisal rights in connection with the exchange offer.

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Transfer Taxes

        Holders who tender their original notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange, except that holders who instruct us to register new notes in the name of, or request that original notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax.

Other

        Participation in the exchange offer is voluntary, and holders should carefully consider whether to accept the terms and conditions of this offer. Holders of the original notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

        As a result of the making of this exchange offer, and upon acceptance for exchange of all validly tendered original notes according to the terms of this exchange offer, we will have fulfilled a covenant contained in the terms of the original notes and the registration rights agreement. Holders of the original notes who do not tender their certificates in the exchange offer will continue to hold those certificates and will be entitled to all the rights, and limitations applicable to the original notes under the indenture, except for any rights under the registration agreement which by their terms terminate or cease to have further effect as a result of the making of this exchange offer. See "Description of Notes."

        All untendered original notes will continue to be subject to the restrictions on transfer set forth in the indenture. In general, the original notes may not be reoffered, resold or otherwise transferred in the U.S. unless registered under the Securities Act or unless an exemption from the Securities Act registration requirements is available. Except under certain limited circumstances, we do not intend to register the original notes under the Securities Act.

        In addition, any holder of original notes who tenders in the exchange offer for the purpose of participating in a distribution of the new notes may be deemed to have received restricted securities. If so, that holder will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. To the extent that original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes could be adversely affected.

        We may in the future seek to acquire untendered original notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plan to acquire any original notes that are not tendered in the exchange offer.

Accounting Treatment

        The new notes will be recorded at the same carrying value as the original notes, as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized.

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USE OF PROCEEDS

        Neither the Company nor the Guarantors will receive any proceeds from the issuance of the new notes pursuant to the exchange offer.

CAPITALIZATION

        The following table shows our cash and cash equivalents and capitalization as it existed at January 31, 2015, as adjusted to reflect the consummation of the exchange offer contemplated hereby and assuming all of the original notes are exchanged for new notes.

        You should read this table together with the sections entitled "Use of Proceeds," "Selected Financial Data of Men's Wearhouse" and "Unaudited Pro Forma Condensed Combined Financial Information" included in this prospectus and with our Annual Report on Form 10-K for the fiscal year ended January 31, 2015 incorporated by reference herein.

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SELECTED FINANCIAL DATA OF MEN'S WEARHOUSE

        The following selected statement of (loss) earnings, balance sheet and cash flow information for the fiscal years indicated has been derived from our audited consolidated financial statements. The Selected Financial Data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements and notes thereto, each incorporated by reference herein. References herein to years are to the Company's 52-week or 53-week fiscal year, which ends on the Saturday nearest January 31 in the following calendar year. For example, references to "2014" mean the fiscal year ended January 31, 2015. All fiscal years for which financial information is included herein had 52 weeks with the exception of the fiscal year ended February 2, 2013 which had 53 weeks.

        As a result of the acquisitions of Jos. A. Bank on June 18, 2014, JA Holding on August 6, 2013 and Dimensions and Alexandra on August 6, 2010, the statements of (loss) earnings data and cash flow information below for the years ended January 31, 2015, February 1, 2014 and January 29, 2011, include the results of operations and cash flows, since each respective acquisition date. In addition, the balance sheet information below as of January 31, 2015, February 1, 2014 and January 29, 2011 includes the fair values of the assets acquired and liabilities assumed as of the acquisition date for Jos. A. Bank, JA Holding and Dimensions and Alexandra, respectively.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        On June 18, 2014, The Men's Wearhouse, Inc. (the "Company" or "Men's Wearhouse") completed its acquisition of Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank" or "JOSB") (the "Acquisition"). In addition, the Company entered into a $1.1 billion aggregate principal amount senior secured term loan credit agreement (the "Term Loan") and a $500.0 million asset-based revolving credit agreement (the "ABL Facility"). In addition, the Company issued $600.0 million aggregate principal amount of the original notes (such financing arrangements, collectively with the Acquisition, are referred to as the "Transactions").

        The following Unaudited Pro Forma Condensed Combined Statement of Earnings for the fiscal year ended January 31, 2015 and the notes thereto of the Company ("Unaudited Pro Forma Condensed Combined Financial Information") have been derived by the application of pro forma adjustments related to the Transactions, and the other assumptions and adjustments described in the accompanying notes to the historical financial statements of the Company and Jos. A. Bank. The Unaudited Pro Forma Condensed Combined Statement of Earnings for the fiscal year ended January 31, 2015 is presented as if the Transactions occurred on February 2, 2014.

        The following Unaudited Pro Forma Condensed Combined Financial Information was prepared using the acquisition method of accounting for business combinations. Unaudited pro forma adjustments, and the assumptions on which they are based, are described in the accompanying notes to Unaudited Pro Forma Condensed Combined Financial Information, which are referred to in this section as the notes. Certain reclassifications have been made relative to Jos. A. Bank's historical financial statements in order to present them on a basis consistent with those of Men's Wearhouse.

        The Unaudited Pro Forma Condensed Combined Financial Information has been compiled in a manner consistent with the accounting policies adopted by Men's Wearhouse. These accounting policies are similar in most material respects to those of Jos. A. Bank.

        The historical financial information has been adjusted in the Unaudited Pro Forma Condensed Combined Statement of Earnings to give effect to events that are directly attributable, factually supportable, and expected to have a continuing impact on the consolidated results. The Unaudited Pro Forma Condensed Combined Financial Information is not intended to represent or be indicative of the consolidated earnings of Men's Wearhouse that would have been reported had the Transactions been completed as of the date presented, and should not be taken as representative of the future consolidated earnings of Men's Wearhouse. The pro forma information presented is based on preliminary estimates of the fair values of assets acquired and liabilities assumed, available information as of the date of this filing and management assumptions, and may be revised as additional information becomes available and may differ materially from the pro forma amounts presented herein. The Unaudited Pro Forma Condensed Combined Financial Information is provided for informational purposes only. The Unaudited Pro Forma Condensed Combined Financial Information does not reflect any operating efficiencies and cost savings that we may achieve with respect to combining the companies. Synergies have been excluded from consideration because they do not meet the criteria for unaudited pro forma adjustments.

        The Unaudited Pro Forma Condensed Combined Financial Information has been derived from, and should be read in conjunction with, each of the Company's and Jos. A. Bank's historical financial statements, including the notes thereto.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS
For the Year Ended January 31, 2015
(In thousands, except per share amounts)