GIII · G-III Apparel Group, Ltd.

G-III Apparel Group has entered into a series of definitive agreements to acquire the Marc Jacobs operating business and form a 50/50 joint venture with WHP Global to own the Marc Jacobs intellectual property. The transaction is structured through a Unit Purchase Agreement where a subsidiary of the JV (IPCo) will acquire all units of Marc Jacobs Holdings from LVMH and other sellers. Immediately following, G-III will purchase the operating business (MJ Buyer Parent) from IPCo under an Equity Purchase and Distribution Agreement. G-III has committed to contribute up to $425 million in equity to IPCo, matching WHP's contribution, to fund the acquisition. The JV will be governed by an Amended and Restated Operating Agreement with a board of five managers (two appointed by G-III, three by WHP). G-III will also enter into a long-term License Agreement for the Marc Jacobs brands in specified territories and product categories through December 2041, with automatic renewals. The company has guaranteed certain obligations under the Transition Services Agreement and the Equity Purchase Agreement. The transaction is expected to close in G-III's fiscal third quarter of 2027, subject to regulatory approvals and other customary conditions. G-III plans to fund its approximately $500 million investment using cash on hand and borrowings under its revolving credit facility. The acquisition is expected to be dilutive in the first 12 months but accretive thereafter, adding a globally recognized iconic brand to G-III's portfolio.