Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Transition Services Agreement
On the Closing Date, Marc Jacobs
International, L.L.C. (“Marc Jacobs International”), LVMH and, solely for guaranty purposes, Purchaser, WH Borrower, LLC (“Purchaser
Parent”) and the Company entered 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 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
On the Closing Date, IPCo, G-III
Leather Fashions, Inc. and G-III Apparel Canada, ULC (together with G-III Leather Fashions, Inc., the “Licensee”), entered
into a License Agreement (the “License Agreement”), pursuant to which IPCo granted 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 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 Closing 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.
Amended and Restated Operating
Agreement
On the Closing Date, G-III Investments,
Inc. (the “G-III Member”) and MJWHP, LLC, a Delaware limited liability company (“WHP Member”), entered into the
Amended and Restated Operating Agreement of IPCo (the “A&R Operating Agreement”), 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 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 the Closing Date
(other than to permitted transferees or with the prior written consent of the other member). After the third anniversary of the Closing
Date, 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 copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
On the Closing Date, pursuant
to the Unit Purchase Agreement, dated as of May 14, 2026 (the “Unit Purchase Agreement”), by and among Purchaser, the owners
of all of the issued and outstanding units of Marc Jacobs Holdings, LLC (collectively, the “Sellers”) and, solely for specified
sections, Purchaser Parent, Purchaser completed the acquisition of all of such units from the Sellers. Immediately following the closing
under the Unit Purchase Agreement and the completion of a related pre-closing restructuring, and pursuant to the Equity Purchase and Distribution
Agreement, dated as of May 14, 2026 (the “Equity Purchase and Distribution Agreement”), by and among G-III Leather Fashions,
Inc. (“G-III Buyer”), IPCo, Majestic Parent, LLC (“MJ Buyer Parent”) and, solely for specified sections, Purchaser
Parent and the Company, G-III Buyer purchased from IPCo all of the equity interests of MJ Buyer Parent, which holds the Marc Jacobs operating
business (excluding the Marc Jacobs intellectual property, certain employment agreements and certain liabilities in China and Japan retained
by IPCo), such that the Company acquired the Marc Jacobs operating business through its subsidiaries. IPCo retained the Marc Jacobs intellectual
property and certain other retained assets and liabilities.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition
of Assets.
On the Closing Date, pursuant
to the Unit Purchase Agreement, dated as of May 14, 2026 (the “Unit Purchase Agreement”), by and among Purchaser, the owners
of all of the issued and outstanding units of Marc Jacobs Holdings, LLC (collectively, the “Sellers”) and, solely for specified
sections, Purchaser Parent, Purchaser completed the acquisition of all of such units from the Sellers. Immediately following the closing
under the Unit Purchase Agreement and the completion of a related pre-closing restructuring, and pursuant to the Equity Purchase and Distribution
Agreement, dated as of May 14, 2026 (the “Equity Purchase and Distribution Agreement”), by and among G-III Leather Fashions,
Inc. (“G-III Buyer”), IPCo, Majestic Parent, LLC (“MJ Buyer Parent”) and, solely for specified sections, Purchaser
Parent and the Company, G-III Buyer purchased from IPCo all of the equity interests of MJ Buyer Parent, which holds the Marc Jacobs operating
business (excluding the Marc Jacobs intellectual property, certain employment agreements and certain liabilities in China and Japan retained
by IPCo), such that the Company acquired the Marc Jacobs operating business through its subsidiaries. IPCo retained the Marc Jacobs intellectual
property and certain other retained assets and liabilities.