Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on August 31, 2021, Sequential Brands Group, Inc.
("Sequential" or the "Company") entered into an asset purchase agreement (the
"Galaxy Purchase Agreement") with Gainline Galaxy Holdings LLC ("Galaxy Buyer")
for the purchase of the Company's Active Division assets for an aggregate
purchase price of $333,000,000. Following the exercise of its option pursuant to
Section 1.10 of the Galaxy Purchase Agreement, Galaxy Buyer has purchased the
Company's AND1, Avia, GAIAM, and SPRI brands for an adjusted purchase price of
$328,950,000. The foregoing summary of the Galaxy Purchase Agreement does not
purport to be complete and is qualified in its entirety by the Galaxy Purchase
Agreement, which was attached as Exhibit 2.1 to the Company's current report on
Form 8-K, filed with the Securities and Exchange Commission on September 1,
2021, and the description thereof in the current report, each of which is
incorporated herein by reference.
Further, as previously disclosed, on October 7, 2021, Sequential entered into a
Membership Interest Purchase Agreement (the "JS Purchase Agreement") with With
You, Inc. ("JS Buyer"), pursuant to which JS Buyer will purchase all of the
Company's 62.5% membership interests in With You LLC ("With You") for an
aggregate cash purchase price of $65,000,000. With You holds the intellectual
property assets, trademarks and licenses used in the Jessica Simpson consumer
brand business. The foregoing summary of the JS Purchase Agreement does not
purport to be complete and is qualified in its entirety by the JS Purchase
Agreement, which was attached as Exhibit 10.1 to the Company's current report on
Form 8-K, filed with the Securities and Exchange Commission on October 8, 2021,
and the description thereof in the current report, each of which is incorporated
herein by reference.
Both of these transactions closed on November 12, 2021.
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