Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on August 31, 2021, Sequential Brands Group, Inc. (the
"Company") entered into an asset purchase agreement (the "Original APA") with
Centric Brands LLC ("Centric") for the purchase of the Joe's Jeans brand. On
September 23, 2021, as a result of ongoing discussions and good faith
negotiations, the Company and Centric entered into an amended and restated asset
purchase agreement with respect to the Company's sale of the Joe's Jeans brand
to Centric (the "A&R APA"). The A&R APA increased the purchase price to
$45,000,000 in cash (from $38,250,000 in cash) and eliminated the earnout
payments that were contemplated by the Original APA. The A&R APA also eliminated
the break-up fee that was contemplated by the Original APA. The foregoing
description of the A&R APA is not complete and is qualified in its entirety by
reference to the A&R APA, which is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amended and Restated Asset Purchase Agreement by and among Centric
Brands LLC and Joe's Holdings LLC, dated September 23, 2021.
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