Guess?, Inc. (NYSE: GES) and WHP Global agreed to acquire rag & bone, Inc. on February 16, 2024. Guess will contribute $56.5 million. Additionally, there is the potential for an incremental earnout consideration of which Guess?

will be responsible for a maximum of $12.8 million, based on preset levels of sales and EBITDA performance over the course of rag & bone's 2024 fiscal year. rag & bone will continue to be based in New York City. As part of the Guess?

portfolio, the rag & bone team will operate as an independent fashion brand with a focus on continuing to provide unique and timeless collections to its customers. rag & bone recorded revenue of $250 million and adjusted EBITDA of $18 million. The Sage Group, LLC is serving as financial advisor and O'Melveny & Myers LLP is serving as legal advisor to Guess?, Inc. Kirkland & Ellis LLP is serving as legal advisor to WHP Global.

Solomon Partners, L.P. is serving as financial advisor and Golenbock Eiseman Assor Bell & Peskoe LLP and Katten Muchin Rosenman LLP are serving as legal advisors to rag & bone. The transaction is subject to customary closing conditions, including regulatory approval, and is expected to close during the first quarter of Guess?? 2025 fiscal year.