Item 1.01. Entry into a Material Definitive Agreement.
On October 28, 2021, Sequential Brands Group, Inc. (the "Company") entered into
the Second Amended and Restated Asset Purchase Agreement (the "Second A&R APA")
for the Joe's Jeans brand with Centric Brands LLC ("Centric") and into an
agreement to sell the William Rast brand (the "William Rast Agreement") to
JJWHP, LLC. Centric assigned all of its rights and obligations under the Second
A&R APA to JJWHP, LLC. The Second A&R APA combined with the William Rast
Agreement provides for the payment of a purchase price of an amount up to $48.5
million in cash and the assumption of certain liabilities.
The Second A&R APA supersedes the amended and restated asset purchase agreement
dated September 23, 2021. The William Rast Agreement supersedes the asset
purchase agreement dated October 19, 2021. Each of the Second A&R APA and the
William Rast Agreement contains representations, warranties and covenants from
the Company that are customary for transactions of this type and contain
customary closing conditions, including approval from the U.S. bankruptcy court.
The foregoing description of such agreements does not purport to be complete and
is qualified in its entirety by reference to the full texts of each agreement,
which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and
are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Second Amended and Restated Asset Purchase Agreement by and among
Centric Brands LLC and Joe's Holdings LLC.
10.2 Asset Purchase Agreement by and between JJWHP, LLC and William Rast
Licensing, LLC.
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