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0000821002
G III APPAREL GROUP LTD /DE/
0000821002
2026-05-14
2026-05-14
iso4217:USD
xbrli:shares
iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event
Reported): May 14, 2026 (May 14, 2026)
G-III APPAREL GROUP, LTD.
(Exact name of registrant as specified in its charter)
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0-18183 |
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41-1590959 |
(State or Other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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512 Seventh Avenue
New York, NY |
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10018 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
(212) 403-0500
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which
Registered |
| Common Stock, $0.01 par value per share |
|
GIII |
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The Nasdaq Stock Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K
is being filed by G-III Apparel Group, Ltd. (the “Company”) in connection with its or its subsidiaries’ entry into certain
agreements on May 14, 2026 (the “Signing Date”), relating to the acquisition of the Marc Jacobs business from LVMH Moet Hennessy Louis Vuitton Inc. and its affiliates (“LVMH”). The transaction is structured such
that (i) MJ Topco, LLC (“IPCo”), a newly formed joint venture between a subsidiary of the Company and an affiliate of WHP
Global (“WHP”), will acquire all of the issued and outstanding units of Marc Jacobs Holdings, LLC through a wholly owned indirect
subsidiary, Majestic AcqCo, LLC (“Purchaser”), (ii) following such acquisition, the Company will acquire the Marc Jacobs operating
business through its subsidiaries, and (iii) IPCo will retain the Marc Jacobs intellectual property and certain other retained assets
(collectively, the “Transactions”). The Company will fund its approximately $500 million investment using cash on hand and
borrowings under its revolving credit facility. The Company will operate the business pursuant to a license from IPCo.
Item 1.01 Entry into a Material Definitive Agreement
Unit Purchase Agreement
On the Signing Date, Purchaser
entered into a Unit Purchase Agreement (the “Unit Purchase Agreement”) with the owners of all of the issued and outstanding
units of Marc Jacobs Holdings, LLC (together, the “Sellers”) and, solely for specified sections, WH Borrower, LLC (“Purchaser
Parent”), pursuant to which Purchaser agreed to purchase from Sellers all of the issued and outstanding common units of Marc Jacobs
Holdings, LLC (the “Acquisition”).
IPCo has obtained a buy-side
representation and warranty insurance policy (the “R&W Insurance Policy”), conditionally bound prior to or contemporaneously
with signing. The closing of the Unit Purchase Agreement (the “Closing”) is subject to customary conditions, including the
accuracy of certain representations and warranties, absence of legal prohibitions and receipt of required antitrust approvals. The Unit
Purchase Agreement may be terminated: (i) by mutual consent; (ii) by either party if the Closing has not occurred by the six-month anniversary
of signing (the “Outside Closing Date”), provided that this right is not available to a party whose failure to perform its
obligations in any material respect was the primary cause of the failure to close, and provided further that if, at any time prior to
five business days prior to the Outside Closing Date, all conditions other than antitrust approvals have been satisfied or are reasonably
capable of being satisfied, either party may extend the Outside Closing Date by an additional 60 days to obtain such approvals; (iii)
by either party for the other party’s uncured material breach; or (iv) by either party if a final legal prohibition prevents consummation.
No reverse termination fee applies. The Unit Purchase Agreement is governed by the laws of the State of New York and provides for confidential
JAMS arbitration seated in New York, with specific performance available to compel closing in certain circumstances and a guarantee of
performance provided by Purchaser Parent.
Also on the Signing Date, the
Company entered into the Equity Commitment Letter (the “Commitment Letter”) with IPCo. Pursuant to the Commitment Letter,
the Company committed to contribute equity capital to IPCo for an aggregate amount equal to the sum of WHP’s equity contribution, thereby funding 50% of IPCo, to be funded on or prior to
the Closing. The obligations of the Company to contribute such equity capital under the Commitment Letter are subject to the substantially concurrent receipt by IPCo of the WHP contribution and consummation of the Closing.
The foregoing description of
the Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment
Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Interim Investors’ Agreement
On the Signing Date, IPCo, Purchaser,
MJWHP, LLC, a Delaware limited liability company (“WHP Member”), the Company and Purchaser Parent entered into an Interim
Investors’ Agreement (the “Interim Investors’ Agreement”) which will govern the relationship between the Company
and the WHP Member until the Closing. The Interim
Investors’ Agreement provides for (i) cooperation obligations requiring each of
the WHP Member and the Company to take certain actions to cause IPCo and Purchaser to comply with the Unit Purchase Agreement, (ii) allocation
of pre-Closing expenses with certain costs (e.g., regulatory filing costs, R&W insurance costs) to be borne by Purchaser, (iii) advance
notice of the anticipated Closing date, and (iv) customary confidentiality, publicity and antitrust cooperation provisions.
Transition Services Agreement
At Closing, Marc Jacobs International,
L.L.C. (“Marc Jacobs International”), LVMH and, solely for guaranty purposes, Purchaser, Purchaser Parent and the Company
will enter into a Transition Services Agreement (the “TSA”), pursuant to which, following Closing, LVMH and/or third-party
providers will provide certain transition services to Marc Jacobs International and its subsidiaries. Pursuant to the TSA, the Company
has guaranteed the due, prompt and full performance by Marc Jacobs International and its subsidiaries of all of their payment and indemnification
obligations arising under the TSA.
License Agreement
At Closing, IPCo, G-III Leather
Fashions, Inc. and G-III Apparel Canada, ULC (together with G-III Leather Fashions, Inc., the “Licensee”), will enter into
a License Agreement (the “License Agreement”), pursuant to which IPCo will provide an exclusive license to the Licensee to
use the Marc Jacobs brands and related intellectual property held by IPCo, as well as certain other intellectual property rights developed
in the future (collectively, the “Licensed IP”) in the United States, Canada, Mexico and Western Europe for the operation
of Marc Jacobs-branded retail stores and branded e-commerce sites and the distribution, sale and promotion of specified categories of
products, including women’s and men’s apparel, handbags, footwear, swim, small leather goods, luggage and cold weather accessories
(through wholesale, branded retail stores and branded e-commerce sites). The Licensee will also provide certain services to IPCo’s
other licensees, distributors and franchisees, including information related to research and development, designs and packaging and will
assist IPCo in overseeing compliance with the Marc Jacobs brand guidelines by such third parties.
The initial term of the License
Agreement is from the effective date through December 2041, and the License Agreement automatically renews for 10 successive periods of
5 years each (unless the Licensee provides notice of non-renewal at least 18 months prior to the end of the initial or applicable renewal
term). The License Agreement is terminable by IPCo if the Licensee breaches its obligation to make required payments or otherwise materially
breaches the License Agreement, in each case subject to an opportunity to cure such breach within a specified period of time.
Equity Purchase and Distribution
Agreement
On the Signing Date, G-III
Leather Fashions, Inc. (“G-III Buyer”), a wholly owned subsidiary of the Company, entered into an Equity Purchase and
Distribution Agreement (the “Equity Purchase and Distribution Agreement”) with IPCo, Majestic Parent, LLC, a subsidiary
of IPCo (“MJ Buyer Parent”), and, solely for specified sections, Purchaser Parent and the Company, pursuant to which,
immediately following the Closing under the Unit Purchase Agreement and the completion of a related pre-closing restructuring
(“Pre-Closing Restructuring”), IPCo agreed to sell, and G-III Buyer agreed to purchase, all of the equity interests of
MJ Buyer Parent, which will hold the Marc Jacobs operating business (excluding the Marc Jacobs intellectual property, certain
employment agreements and, to the extent sold to third party buyers at Closing, certain other specified operating assets and
liabilities in China and Japan retained by IPCo).
The agreement may be terminated
by mutual consent, upon valid termination of the Unit Purchase Agreement, or by either party if a permanent injunction prohibits consummation.
The Equity Purchase and Distribution Agreement is governed by New York law and includes a parent guaranty by the Company of G-III Buyer’s
post-Closing obligations, and a corresponding parent guaranty by WHP Parent of IPCo’s obligations through Closing. Pursuant to the
Equity Purchase and Distribution Agreement, the Company has guaranteed the due, prompt and full performance by G-III Buyer and MJ Buyer
Parent of all of their covenants, obligations, agreements and undertakings, including any payment and indemnification obligations, arising
under the Equity Purchase and Distribution Agreement.
The foregoing description of
the Equity Purchase and Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Equity Purchase and Distribution Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and
is incorporated by reference herein.
Amended and Restated Operating
Agreement
At Closing, G-III Investments, Inc. (the “G-III Member”) and the
WHP Member will enter into the Amended and Restated Operating Agreement of IPCo (the “A&R Operating Agreement”), which
is in substantially agreed form as of the date hereof, pursuant to which IPCo will have a single class of membership interests (the “Units”),
with the G-III Member owning 50% of the Units and the WHP Member owning 50% of the Units.
IPCo will be governed by a board
of managers (the “IPCo Board”) initially consisting of five managers, with two managers appointed by the G-III Member and three
managers appointed by the WHP Member, which is subject to change in the future based on the relative ownership percentages of the G-III Member
and the WHP Member in IPCo, and other circumstances provided in the A&R Operating Agreement. Certain decisions (including amendments
to the A&R Operating Agreement, mergers, acquisitions, dispositions, incurrence of indebtedness above certain thresholds, related
party transactions and bankruptcy) require approval of both members for so long as they continue to own certain ownership percentages.
Pursuant to the A&R Operating
Agreement, the G-III Member and the WHP Member generally may not transfer their Units prior to the third anniversary of Closing (other than
to permitted transferees or with the prior written consent of the other member). After the third anniversary of the Closing, each party
may transfer its respective Units but subject to a right of first offer and tag along right in favor of the other parties.
The foregoing description
of the A&R Operating Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the A&R Operating Agreement, a form of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01
regarding the Commitment Letter is incorporated herein by reference.
Item 7.01 Regulation FD.
Market Communications
On the Signing Date, the Company
issued a press release, announcing the Transactions, a copy of which is furnished herewith as Exhibit 99.1 and incorporated by reference
herein.
The foregoing (including Exhibit
99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed
to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are “forward-looking
statements” as that term is defined under the federal securities laws. Forward-looking statements are subject to risks, uncertainties
and factors which include, but are not limited to, (i) risks relating to completing the proposed acquisition in the anticipated timeframe,
or at all; (ii) risks relating to the ability to realize the anticipated benefits of the proposed acquisition; (iii) risks relating to
the receipt of regulatory approvals without unexpected delays or conditions and possibility of regulatory action; (iv) risks relating
to significant costs related to the proposed acquisition; (v) the expected financial and operating performance and future opportunities
following the consummation of the proposed acquisition; (vi) risks relating to the reliance on licensed product; (vii) reliance on foreign
manufacturers; (viii) risk of doing business abroad; (ix) the
current economic and credit environment risks; (x) the nature of the apparel
industry, including changing customer demand and tastes; (xi) risks of operating a retail business; (xii) customer concentration; (xiii)
seasonality; (xiv) customer acceptance of new products, (xv) the impact of competitive products and pricing, (xvi) dependence on existing
management, (xvii) possible disruption from acquisitions, as well as other risks detailed in G-III’s filings with the Securities
and Exchange Commission. G-III assumes no obligation to update the information in this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibits.
|
Exhibit No. |
|
Document Description |
| 10.1* |
|
Equity Commitment Letter, dated as of May 14, 2026, by and between the Company and MJ Topco, LLC |
| 10.2* |
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Equity Purchase and Distribution Agreement, dated as of May 14, 2026, by and among G-III Leather Fashions, Inc., MJ Topco, LLC and MJ Buyer Parent, LLC, and, solely for specified sections, G-III Apparel Group, Ltd. and WH Borrower, LLC |
| 10.3* |
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Form of the Amended and Restated Operating Agreement of MJ Topco, LLC, dated as of May 14, 2026, by and among MJ Topco, LLC, MJWHP, LLC and G-III Investments, Inc. |
| 99.1 |
|
Press Release, dated May 14, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| |
* |
Schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedules and/or exhibits to the SEC on a confidential basis upon request. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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G-III APPAREL GROUP, LTD. |
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| Date: May 14, 2026 |
By: |
/s/ Neal S. Nackman |
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Name: |
Neal S. Nackman |
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Title: |
Chief Financial Officer |
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EXHIBIT 99.1
G-III APPAREL GROUP, LTD
G-III Apparel Group Signs Definitive Agreement
with WHP Global for Marc Jacobs Brand
| · | Forms 50/50 Strategic Joint Venture for Marc Jacobs Brand |
| · | Partnership Combines G-III’s Proven Operating and Merchandising
Capabilities with WHP Global’s Leading Brand Management Platform |
| · | Adds Globally Recognized, Iconic Brand to G-III’s Portfolio, Strengthening
its Growth Strategy |
NEW YORK, May 14, 2026 (GLOBE NEWSWIRE) — G-III Apparel
Group, Ltd. (NasdaqGS: GIII) (“G-III” or the “Company”) today announced that it has entered into a definitive
agreement with WHP Global to jointly own the Marc Jacobs brand’s intellectual property through a newly formed joint venture (“JV”).
G-III will acquire and manage the global Marc Jacobs operating business, while WHP Global will manage the licensing operations.
Founded in 1984, Marc Jacobs is a culture-defining brand recognized
for its distinctive blend of high fashion and contemporary design. Built on the creative vision of its founder, the brand has established
a strong international presence through four decades of consistent cultural influence and a distinct creative point of view. Today, Marc
Jacobs operates a global retail footprint with company-operated stores worldwide and distributes products through its e-commerce platform
as well as a diverse network of wholesale partners.
Morris Goldfarb, G-III’s Chairman and Chief Executive Officer,
said, “Marc Jacobs is one of the most influential names in fashion. This transaction underscores our long-standing commitment to
building a diversified portfolio of iconic, globally relevant brands. LVMH has been an exceptional steward of the brand, and we look forward
to working with the Marc Jacobs team to build on that strong foundation. With our portfolio of premium brands and backed by our powerful
global platform, this opportunity accelerates our transformation efforts and positions us to drive long-term shareholder value.”
Transaction Details
G-III and WHP Global will form a 50/50 joint venture that will retain ownership
of Marc Jacobs’ intellectual property that will be formed contemporaneously with WHP Global’s closing of its acquisition of
Marc Jacobs. G-III will then acquire the Marc Jacobs operating business from the JV and enter into a long-term licensing agreement.
G-III will fund its approximately $500 million investment using
cash on hand and borrowings under its revolving credit facility. The transaction is expected to be dilutive during the first 12 months
after closing, with accretion expected thereafter. Closing is subject to customary conditions, including regulatory approval, and is expected to occur
in G-III’s fiscal third quarter of 2027.
Advisors
UBS serves as financial advisor to G-III, and Paul, Weiss, Rifkind, Wharton
& Garrison serves as legal advisor.
Morgan Stanley & Co. LLC serves as financial advisor to WHP Global
and Gibson Dunn serves as legal advisor. Morgan Stanley Senior Funding, Inc. provided committed debt financing to support the acquisition.
About G-III Apparel Group, Ltd.
G-III
Apparel Group, Ltd. is a global fashion leader with expertise in design, sourcing, distribution, and marketing. The Company owns and licenses
a portfolio of more than 30 preeminent brands, each differentiated by unique brand propositions, product categories, and consumer touchpoints.
G-III owns ten iconic brands, including DKNY, Donna Karan, Karl Lagerfeld, Sonia Rykiel, and Vilebrequin, and licenses over 20 of the
most sought-after names in global fashion, including Calvin Klein, Tommy Hilfiger, Levi’s, Halston, Champion, Converse, Cole Haan,
BCBG, French Connection, Starter as well as major sports leagues such as the NFL, NBA, NHL and MLB, among others.
Forward Looking Statements
This press release contains forward-looking statements. Statements that are not historical or current facts, including statements about
beliefs and expectations, are “forward-looking statements” as that term is defined under the federal securities laws. Forward-looking
statements are subject to risks, uncertainties and factors which include, but are not limited to, (i) risks relating to completing the
proposed acquisition in the anticipated time frame, or at all; (ii) risks relating to the ability to realize the anticipated benefits
of the proposed acquisition; (iii) risks relating to the receipt of regulatory approvals without unexpected delays or conditions and possibility
of regulatory action; (iv) risks relating to significant costs related to the proposed acquisition; (v) the expected financial and operating
performance and future opportunities following the consummation of the proposed acquisition; (vi) risks relating to the reliance on licensed
product; (vii) reliance on foreign manufacturers; (viii) risk of doing business abroad; (ix) the current economic and credit environment
risks; (x) the nature of the apparel industry, including changing customer demand and tastes; (xi) risks of operating a retail business;
(xii) customer concentration; (xiii) seasonality; (xiv) customer acceptance of new products, (xv) the impact of competitive products and
pricing, (xvi) dependence on existing management, (xvii) possible disruption from acquisitions, as well as other risks detailed in G-III's
filings with the Securities and Exchange Commission. G-III assumes no obligation to update the information in this press release.
Investor Relations Contact
Nick Bacchus
SVP of Investor Relations and Treasurer
IR@g-iii.com
Media Contact
Lauren McClain
VP, Corporate Communications
GIIICommunications@g-iii.com
