Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on October 28, 2021, William Rast Licensing, LLC ("WR
Seller"), a subsidiary of Sequential Brands Group, Inc. ("Sequential") entered
into an asset purchase agreement (the "William Rast Purchase Agreement") with
JJWHP, LLC ("WR Buyer") pursuant to which WR Seller agreed to sell to WR Buyer
the William Rast brand. JJWHP, LLC assigned its rights and obligations under the
William Rast Purchase Agreement to WRWHP, LLC. Further, as previously disclosed,
on October 28, 2021, Joe's Holdings LLC, a subsidiary of Sequential entered into
the Second Amended and Restated Asset Purchase Agreement (the "Second A&R APA")
with Centric Brands LLC ("Buyer"), pursuant to which Seller agreed to sell to
Buyer the Joe's Jeans brand. Centric assigned all of its rights and obligations
under the Second A&R APA to JJWHP, LLC, which then assigned certain rights back
to Centric. The Second A&R APA combined with the William Rast Purchase 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. Both of these transactions
closed on November 9, 2021.
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