Item 7.01 Regulation FD Disclosure.
On June 2, 2022, G-III Apparel Group, Ltd. (“G-III”), issued a press release announcing the completion of the previously announced transaction contemplated in the Purchase Agreement described under Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
On May 31, 2022, G-III and its indirect wholly-owned subsidiary, G-III Foreign Holdings B.V. (the “Purchaser”), completed the previously announced acquisition of the remaining outstanding shares of Karl Lagerfeld Holding B.V. that G-III did not already own as contemplated by the share purchase agreement (the “Purchase Agreement”), dated as of April 29, 2022, by and among G-III, the Purchaser and a group of private and public investors. The purchase price paid by G-III was approximately €200 million (approximately $214 million USD) in cash, subject to certain adjustments, and was funded by G-III with cash on hand.
Item 9.01 Financial Statements and Exhibits.
The following Exhibit 99.1 relating to Item 7.01 shall be deemed to be furnished, and not filed.
