SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
TAILORED BRANDS INC.
(Name of Issuer)
 
Common Stock, par value $0.01 per share
(Title of Class of Securities)
 
87403A107
(CUSIP Number)
 
Michael J. Burry
c/o Scion Asset Management, LLC
20400 Stevens Creek Boulevard, Suite 840
Cupertino, California 95014
Telephone: (408) 441 8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 26, 2019
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.  87403A107
SCHEDULE 13D
Page 2 of Pages 9

1
NAME OF REPORTING PERSON
 
 
SCION ASSET MANAGEMENT, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,600,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,600,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
 
2,600,000
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.1% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IA
 
 
 
 

(1) This percentage is based on 50,519,133 Shares outstanding as of May 31, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2019.

CUSIP No.  87403A107
SCHEDULE 13D
Page 3 of Pages 9

1
NAME OF REPORTING PERSON
 
 
SCION ASSET PARTNERS, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,600,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,600,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
 
2,600,000
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.1% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
PN, HC
 
 
 
 

(1) This percentage is based on 50,519,133 Shares outstanding as of May 31, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2019.

CUSIP No.  87403A107
SCHEDULE 13D
Page 4 of Pages 9

1
NAME OF REPORTING PERSON
 
 
SCION CAPITAL GROUP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
California
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,600,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,600,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
 
2,600,000
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.1% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
OO, HC
 
 
 
 

(1) This percentage is based on 50,519,133 Shares outstanding as of May 31, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2019.

CUSIP No.  87403A107
SCHEDULE 13D
Page 5 of Pages 9

1
NAME OF REPORTING PERSON
 
 
MICHAEL J. BURRY
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
AF
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) or 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7
SOLE VOTING POWER
 
 
0
 
 
 
 
8
SHARED VOTING POWER
 
 
2,600,000
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,600,000
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
 
 
2,600,000
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
5.1% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN, HC
 
 
 
 

(1) This percentage is based on 50,519,133 Shares outstanding as of May 31, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2019.

CUSIP No.  87403A107
SCHEDULE 13D
Page 6 of Pages 9

Item 1.
SECURITY AND ISSUER

This statement on Schedule 13D (this “Statement”) relates to the shares of common stock, par value $0.01 per share (the “Shares”), of Tailored Brands, Inc., a Texas corporation (the “Company” or the “Issuer”). The address of the principal executive offices of the Company is 6380 Rogerdale Road, Houston, Texas 77072.

Item 2.
IDENTITY AND BACKGROUND

(a-c, f) This Statement is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”): (i) Scion Asset Management, LLC (“SAM”), a Delaware limited liability company; (ii) Scion Asset Partners, LP (“SAP”), a Delaware limited partnership; (iii) Scion Capital Group, LLC (“SCG”), a California limited liability company; and (iv) Michael J. Burry (“Mr. Burry”), a citizen of the United States of America.
 
This Statement relates to the Shares held for the accounts of Scion Master G7, LP (“Master”), a Cayman Islands exempted limited partnership, Scion Value G7, LP (“Value”), a Delaware limited partnership, and a separately managed account (“SMA”). The principal business of SAM is to serve as investment manager to each of Master, Value and the SMA. SAP is the managing member of SAM, SCG is the general partner of SAP, and Mr. Burry is the managing member of SCG and the Chief Executive Officer of SAM, SAP, and SCG. In such capacities, the Reporting Persons may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of, the Shares reported herein.
 
The address of the principal office for each of the Reporting Persons is 20400 Stevens Creek Boulevard, Suite 840, Cupertino, California 95014.
 
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding.
 
(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The funds used for the purchase of the Shares reported herein came from the general working capital of each of Master, Value and the SMA, and may include margin borrowing and proceeds from short sales. Positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Shares reported herein. A total of approximately $20,150,028.13, including commissions, was paid to acquire the Shares reported herein.

CUSIP No.  87403A107
SCHEDULE 13D
Page 7 of Pages 9

Item 4.
PURPOSE OF TRANSACTION

The Reporting Persons acquired the Shares reported herein for investment purposes. In connection with their investment, on August 2, 2019, the Reporting Persons sent the Company’s Board of Directors (the “Board) a letter (the “August 2 Letter”) noting their concerns regarding the Issuer’s capital management. Specifically, in the August 2 Letter, the Reporting Persons recommended that the Board (i) prioritize a substantial buyback along with continued aggressive debt reduction, and (ii) eliminate or vastly reduce the dividend in order to facilitate these recommended capital allocations. On August 19, 2019, the Reporting Persons sent the Board another letter (the “August 19 Letter”) in which they reiterated their recommendations from the August 2 Letter.  On August 30, 2019, the Reporting Persons sent the Board a third letter (the “August 30 Letter”) in which they (i) again raised their recommendation, set forth in both the August 2 Letter and August 19 Letter, that the Board effect a share repurchase; (ii) citing an unconfirmed news report, suggested that any potential offer to buy the Company at a price that would value the Company at around $10 per Share would be unacceptable to shareholders; (iii) encouraged Company management to explore the market for a sale of the Company’s Canadian operations and focus on its US store operations.

A copy of each of the August 2 Letter, the August 19 Letter and the August 30 Letter is filed with this Schedule 13D as Exhibit C, Exhibit D and Exhibit E, respectively.

The Reporting Persons expect to review from time to time their investment in the Issuer and may, depending on the market and other conditions: (i) purchase additional Shares, options or related derivatives in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the Shares, options or related derivatives now beneficially owned or hereafter acquired by them; (iii) propose one or more directors for the Issuer’s board of directors; and (iv) engage in other proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. Also, consistent with their investment intent, the Reporting Persons have engaged, and may further engage, in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, governance and control.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in Item 4 of this Schedule 13D, although the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5
INTEREST IN THE SECURITIES OF THE ISSUER

(a) Each of the Reporting Persons may be deemed to beneficially own 2,600,000 Shares, which equates to approximately 5.1% of the total number of Shares outstanding. This amount consists of (a) 1,624,918 Shares held for the account of Master, (b) 530,473 Shares held for the account of Value, and (c) 444,609 Shares held for the account of the SMA. The beneficial ownership percentages reported herein are based on 50,519,133 Shares outstanding as of May 31, 2019, as reported in the Company’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on June 13, 2019.

CUSIP No.  87403A107
SCHEDULE 13D
Page 8 of Pages 9

(b) Each of the Reporting Persons may be deemed to share voting and dispositive power over 2,600,000 Shares.

(c) Except for the transactions listed in Exhibit B hereto, all of which were effected in the open market through a broker, there have been no transactions in the Shares by the Reporting Persons during the past 60 days.

(d) See disclosure in Items 2(a) and 5(a) and (b) hereof. Each of Master, Value and the SMA is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

(e) This Item 5(e) is not applicable.

Item 6
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The response to Item 4 is incorporated by reference herein.

Except as set forth herein, including the Joint Filing Agreement filed as Exhibit A to this Schedule 13D, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer.

Item 7
MATERIAL TO BE FILED AS EXHIBITS
 
Joint Filing Agreement, dated August 30, 2019

Schedule of Transactions, in response to Item 5(c)

Letter to the Company’s Board of Directors, dated August 2, 2019

Letter to the Company’s Board of Directors, dated August 19, 2019

Letter to the Company’s Board of Directors, dated August 30, 2019

CUSIP No.  87403A107
SCHEDULE 13D
Page 9 of Pages 9

SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: August 30, 2019
 
   
 
SCION ASSET MANAGEMENT, LLC
   
 
By: /s/ Michael J. Burry
 
Name:  Michael J. Burry
 
Title:  Chief Executive Officer
   
 
SCION ASSET PARTNERS, L.P.
   
 
By: SCION CAPITAL GROUP, LLC, its general partner
 
By: /s/ Michael J. Burry
 
Name:  Michael J. Burry
 
Title:  Managing Member
   
 
SCION CAPITAL GROUP, LLC
   
 
By: /s/ Michael J. Burry
 
Name:  Michael J. Burry
 
Title:  Managing Member
   
 
MICHAEL J. BURRY
   
 
/s/ Michael J. Burry


EXHIBIT A

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date first written above.

Date: August 30, 2019

 
SCION ASSET MANAGEMENT, LLC
     
 
By:
/s/ Michael J. Burry
 
Name: Michael J. Burry
 
Title: Chief Executive Officer
     
 
SCION ASSET PARTNERS, L.P.
     
 
By:
SCION CAPITAL GROUP, LLC, its general partner
 
By:
/s/ Michael J. Burry
 
Name: Michael J. Burry
 
Title: Managing Member
     
 
SCION CAPITAL GROUP, LLC
     
 
By:
/s/ Michael J. Burry
 
Name: Michael J. Burry
 
Title: Managing Member
     
 
MICHAEL J. BURRY
     
 
/s/ Michael J. Burry


EXHIBIT B

SCHEDULE OF TRANSACTIONS

Entity
Name
Transaction
Date
Transaction
Type
 
Quantity
   
Price Per Share (excluding
commissions)
 
SMA
7/2/2019
Buy
   
9,156
   
$
5.2613
 
Master
7/2/2019
Buy
   
32,907
   
$
5.2613
 
Value
7/2/2019
Buy
   
10,437
   
$
5.2613
 
SMA
7/3/2019
Buy
   
8,179
   
$
5.3969
 
Master
7/3/2019
Buy
   
29,395
   
$
5.3969
 
Value
7/3/2019
Buy
   
9,323
   
$
5.3969
 
SMA
7/9/2019
Buy
   
17
   
$
5.8150
 
Master
7/9/2019
Buy
   
63
   
$
5.8150
 
Value
7/9/2019
Buy
   
20
   
$
5.8150
 
SMA
7/10/2019
Buy
   
8,808
   
$
5.9388
 
Master
7/10/2019
Buy
   
31,655
   
$
5.9388
 
Value
7/10/2019
Buy
   
10,040
   
$
5.9388
 
SMA
7/19/2019
Buy
   
5,089
   
$
5.1528
 
Master
7/19/2019
Buy
   
18,288
   
$
5.1528
 
Value
7/19/2019
Buy
   
5,800
   
$
5.1528
 
SMA
7/22/2019
Buy
   
3,631
   
$
5.1244
 
SMA
7/22/2019
Buy
   
1,542
   
$
5.0996
 
Master
7/22/2019
Buy
   
13,052
   
$
5.1244
 
Master
7/22/2019
Buy
   
5,543
   
$
5.0996
 
Value
7/22/2019
Buy
   
4,140
   
$
5.1244
 
Value
7/22/2019
Buy
   
1,758
   
$
5.0996
 
SMA
7/23/2019
Buy
   
15,898
   
$
4.9610
 
Master
7/23/2019
Buy
   
57,137
   
$
4.9610
 
Value
7/23/2019
Buy
   
18,122
   
$
4.9610
 
SMA
7/25/2019
Buy
   
743
   
$
4.6500
 
Master
7/25/2019
Buy
   
2,669
   
$
4.6500
 
Value
7/25/2019
Buy
   
846
   
$
4.6500
 
SMA
7/26/2019
Buy
   
6,276
   
$
4.6643
 
Master
7/26/2019
Buy
   
22,557
   
$
4.6643
 
Value
7/26/2019
Buy
   
7,154
   
$
4.6643
 
SMA
7/29/2019
Buy
   
1,701
   
$
4.8395
 
Master
7/29/2019
Buy
   
6,115
   
$
4.8395
 
Value
7/29/2019
Buy
   
1,939
   
$
4.8395
 
SMA
8/1/2019
Buy
   
8,425
   
$
4.5397
 
Master
8/1/2019
Buy
   
31,460
   
$
4.5397
 
Value
8/1/2019
Buy
   
10,115
   
$
4.5397
 
SMA
8/5/2019
Buy
   
2,861
   
$
4.4276
 

Master
8/5/2019
Buy
   
10,321
   
$
4.4276
 
Value
8/5/2019
Buy
   
3,318
   
$
4.4276
 
SMA
8/9/2019
Buy
   
5,809
   
$
4.8891
 
Master
8/9/2019
Buy
   
20,954
   
$
4.8891
 
Value
8/9/2019
Buy
   
6,737
   
$
4.8891
 
SMA
8/14/2019
Buy
   
8,670
   
$
4.5949
 
Master
8/14/2019
Buy
   
31,275
   
$
4.5949
 
Value
8/14/2019
Buy
   
10,055
   
$
4.5949
 
SMA
8/15/2019
Buy
   
1,959
   
$
4.2964
 
Master
8/15/2019
Buy
   
7,068
   
$
4.2964
 
Value
8/15/2019
Buy
   
2,273
   
$
4.2964
 
SMA
8/16/2019
Buy
   
1,803
   
$
4.4612
 
Master
8/16/2019
Buy
   
6,505
   
$
4.4612
 
Value
8/16/2019
Buy
   
2,092
   
$
4.4612
 
SMA
8/19/2019
Buy
   
4,907
   
$
4.8339
 
Master
8/19/2019
Buy
   
17,702
   
$
4.8339
 
Value
8/19/2019
Buy
   
5,691
   
$
4.8339
 
SMA
8/21/2019
Buy
   
17,340
   
$
4.8282
 
SMA
8/21/2019
Buy
   
3,468
   
$
4.6799
 
Master
8/21/2019
Buy
   
62,550
   
$
4.8282
 
Master
8/21/2019
Buy
   
12,510
   
$
4.6799
 
Value
8/21/2019
Buy
   
20,110
   
$
4.8282
 
Value
8/21/2019
Buy
   
4,022
   
$
4.6799
 
SMA
8/26/2019
Buy
   
3,100
   
$
4.8736
 
Master
8/26/2019
Buy
   
11,181
   
$
4.8736
 
Value
8/26/2019
Buy
   
3,595
   
$
4.8736
 
SMA
8/27/2019
Buy
   
10,772
   
$
4.7145
 
Master
8/27/2019
Buy
   
38,859
   
$
4.7145
 
Value
8/27/2019
Buy
   
12,493
   
$
4.7145
 


EXHIBIT C

SCION ASSET MANAGEMENT, LLC

August 2, 2019

The Board of Directors
Tailored Brands, Inc.
6380 Rogerdale Road
Houston, TX 77072

Dear Members of the Board,
 
Scion Asset Management and its affiliates (“Scion”) are shareholders of Tailored Brands, Inc. (“Tailored”), and Scion current owns approximately 2,250,000 shares, or about 4.45%, of the 50,519,133 common shares outstanding per Bloomberg.
 
We have concerns regarding Tailored’s capital management given the significant long-term underperformance of the Tailored’s common stock.  The decision to acquire Joseph A. Banks, Inc., (“JAB”) along with the ousting of founder George Zimmer, predated a period of historic losses and significant shareholder pain.
 
At this writing, the common stock of Tailored is at 1993 levels, and many on Wall Street see Tailored in dire straits.  Per Bloomberg, as of August 1st, the first lien $886 million bank loan has sold off to less than 88 cents on the dollar.
 
We are aware much work has been done to turn around JAB, and we also realize that Tailored paid down more than 430 million of debt over the last two fiscal years.
 
But earnings per share have not come close to fiscal year 2013’s $2.55/per share, despite the $1.8 billion outlay for JAB.  In fact, for fiscal year 2016, Tailored took a loss of $21.26 per share.
 
On July 29, 2014 at the Tailored Brands Analyst Day, management stated, “The assumptions we've provided so far with the synergies at the low end of the range would lead us to an earnings per share of a little more than $5.50. If we achieve the high end of the synergies, which would be $150 million that would push the EPS over $6 a share.”
 
Speaking of synergies - during that analyst day, the word “synergies” was mentioned 22 times. Here we are in 2019, and per NASDAQ, the analyst consensus for the year is just $1.69 per share.
 
The return on invested capital, as well as management’s record on guidance, has been very poor.   Shareholders are left contemplating the returns that might have been if the JAB acquisition had never happened.
 
Significantly, the $1.8 billion acquisition’s legacy of debt remains so threatening that during May, CFRA raised concerns over “TLRD’s deteriorating solvency position.”
 
We are also aware that Tailored Brands has had difficult periods before, including same store sales declines of 10% in fiscal year 2002, and of 9% in in fiscal year 2009.  We have seen the casual trend become Wall Street mantra before, and we have seen the punishment that Wall Street can dole out on a specialty retailer such as Tailored Brands when the trends turn negative.  We always saw the business, and the stock, recover with resiliency reflecting the competitive strengths of the enterprise.
 

20400 STEVENS CREEK BLVD, SUITE 840  |  CUPERTINO, CA  95014
TEL (408) 441 8400  |  FAX (408) 441 8405

SCION ASSET MANAGEMENT, LLC

The bad old days were not all that bad compare to recent history.  In fiscal year 2002, earnings fell 48%, and in fiscal year 2009, earnings fell 59%, but Tailored maintained positive earnings per share.  Even the Great Financial Crisis could not shake Tailored’s earnings lower than $0.88 per share.  No losses – not until the JAB acquisition.
 
We suggest that when your bank debt is trading below 88 cents, 40% of your stock is shorted and your stock is at 26 year lows, there is more to market sentiment than an expansion of casual Friday- and revamped sales strategies are only going to be part of the solution.  The history and legacy of prior poor capital allocation decisions weigh most heavily.
 
With this in mind, particular attention today should be paid to the dividend.  Given the debt levels and negatively trending same store sales, the dividend should not be sacrosanct.
 
At $0.72 per share, the dividend amounts to about $36,373,776 annually.  After taxes, most shareholders receive substantially less.  For example, New Yorkers would pay a 36.5% top tax rate on those dividends. Which, on the recent $4.80 stock price, reduces the effect yield from 15% to 9.5%.
 
The 26-year low stock price, however, offers some opportunity here.
 
If funds for the dividend were instead allocated to repurchase of common stock at a recent price of $4.80, the company could retire 7,577,870 shares, which is of course equals the dividend rate of 15% of the total shares outstanding.
 
Repeated annually and assuming the same share price, there would be about 20.2 million shares outstanding by the end of 2022.  Earnings per share in 2022 would be $4.23 per share even if this year’s consensus net income, per NASDAQ, does not grow, and if interest expense remained the same.
 
Of course, you need not wait four years to achieve such an increase in earnings per share. This all could be accelerated to the extent allowed by your lenders.  The basic premise is that retiring 60% of your shares at recent prices would increase the earnings per share up to near where the common shares currently trade.  This is an uncommon opportunity in the stock market.
 
Down the road, given continued debt reduction, it might be reasonable to reinstate a (much cheaper) $0.72 dividend.  Today, however, paying dividends is not the best opportunity available to those allocating capital on behalf of Tailored shareholders.
 
Share buybacks are simply a more efficient manner in which to reward long-term shareholders when the share price is heavily discounted.  If management has confidence in Tailored as a going concern over the long-term, this is a simple decision.
 
We recommend the Board of Directors prioritize a substantial buyback along with continued aggressive debt reduction.  The dividend should be eliminated or vastly reduced in order to facilitate these more urgent and timely allocations of capital.
 

20400 STEVENS CREEK BLVD, SUITE 840  |  CUPERTINO, CA  95014
TEL (408) 441 8400  |  FAX (408) 441 8405

SCION ASSET MANAGEMENT, LLC

Sincerely,
 
 
Dr. Michael J. Burry
 

20400 STEVENS CREEK BLVD, SUITE 840  |  CUPERTINO, CA  95014
TEL (408) 441 8400  |  FAX (408) 441 8405


EXHIBIT D

SCION ASSET MANAGEMENT, LLC

August 19, 2019

The Board of Directors
Tailored Brands, Inc.
6380 Rogerdale Road
Houston, TX 77072

To the Board of Directors:

Scion Asset Management and its affiliates (“Scion”) are shareholders of Tailored Brands, Inc. (“Tailored”). Scion currently owns approximately 2,375,000 shares, or about 4.7%, of the 50,519,133 common shares outstanding per Bloomberg.
 
Thank you for the information on the sale of Corporate Apparel for $62 million in total consideration, and we appreciate the improved guidance for the quarter.  We hope the negotiations with a buyout group led by Tailored’s own executives were conducted at arm’s length, and that the price received is a true representation of the value of that $235.4 million sales division.  Any information you can share regarding the financing of the transaction would be helpful to shareholders.
 
We stand by our letter of August 1, 2019.  Given the quarter-century lows in the common stock, we believe the best use of funds from the sale, in good part or in full, is for a share repurchase.
 
We reiterate that share buybacks are the most efficient manner in which to reward long-term shareholders when the share price is heavily discounted.  The stock currently trades at an earnings yield greater than 20% and at a free cash flow yield much greater than that.  A $50 million share buyback at the current 1994 vintage stock prices could retire about 20% of the outstanding shares.
 
We acknowledge and appreciate the $425 million in debt Tailored has paid down over the last two years out of free cash flow alone.  However, the terrible long-term performance of the stock is largely a consequence of poor capital allocation, and those mistakes must not be made again.
 
If Tailored feels that it absolutely must use funds from the sale of Corporate Apparel to pay down debt, then we wonder why Tailored continues to pay over $36 million a year toward the dividend.
 
We recommend the Board of Directors prioritize a substantial buyback along with continued aggressive debt reduction.  If necessary, the dividend should be eliminated or reduced in order to facilitate these more urgent and timely allocations of capital.
 
Sincerely,
 
 
Dr. Michael J. Burry
 

20400 STEVENS CREEK BLVD, SUITE 840  |  CUPERTINO, CA  95014
TEL (408) 441 8400  |  FAX (408) 441 8405



EXHIBIT E

SCION ASSET MANAGEMENT, LLC

August 30, 2019

The Board of Directors
Tailored Brands, Inc.
6380 Rogerdale Road
Houston, TX 77072

To the Board of Directors:

Scion Asset Management and its affiliates (“Scion”) are shareholders of Tailored Brands, Inc. (“Tailored”). Scion currently owns approximately 2,600,000 shares, or about 5.15%, of the 50,519,133 common shares outstanding per Bloomberg.

On August 21st, Street Insider cited an anonymous source in reporting that Tailored has been approached several times by Sycamore Partners about an acquisition, and that Tailored had “engaged bankers at Bank of America/Merrill Lynch to evaluate the offer and other options.”  The same article reported “the latest offer valued the company at around $10 per share.”  We do not know if any of this is true. However, we believe you must know that $10 per share is not fair value and will not be acceptable to shareholders.

It was just last December that CFO Jack Calandra purchased 7,500 shares at $13.43 per share. Two other executives have purchased shares in the open market since then. And in 2014, three members of the current Board of Directors oversaw the issuance of existentially threatening levels of debt to finance the acquisition of Joseph A. Banks at $1.825 billion.

So it is that we believe the Board, CFO and other executives are very aware of both the substantial value of Tailored Brands and the resilience of its core business. We do not believe the technical factors and the misunderstanding contributing to the market’s current evaluation of retailers and Tailored in particular should determine the ultimate value realized by shareholders.

With some urgency, we stand by our letters of August 2nd and 19th. Given the quarter-century lows in the common stock and the severe undervaluation this entails, we believe the best use of funds from the corporate apparel segment sale, in good part or in full, is for a share repurchase.

While management is considering asset sales, we would encourage exploring the market for Tailored’s Canadian operations. The Board and management ought to focus resources on its core 1300+ store U.S. operations. Proceeds from a sale of these remaining international operations may also be best used to accelerate debt repayment and stock buybacks.
 
Sincerely,


Dr. Michael J. Burry
 
 
20400 STEVENS CREEK BLVD, SUITE 840  |  CUPERTINO, CA  95014
TEL (408) 441 8400  |  FAX (408) 441 8405