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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 26, 2026
LANDS’
END, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-09769 |
|
36-2512786 |
(State or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
5 Lands’ End Lane
Dodgeville, Wisconsin |
|
53595 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number, including
area code: (608) 935-9341
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common Stock, par value $0.01 per share |
LE |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
Membership Interest Purchase Agreement
On January 26, 2026, Lands’
End, Inc., a Delaware corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “MIPA”),
by and among the Company, Lands’ End Direct Merchants, Inc., a Delaware corporation and wholly owned subsidiary of the Company
(“LEDM” and, together with the Company, the “Sellers”), WH Borrower, LLC, a Delaware limited liability
company (“WHP Borrower”), WH Topco, L.P., a Delaware limited partnership (“WHP Topco”) (d/b/a WHP
Global), and LEWHP LLC, a Delaware limited liability Company and wholly owned indirect subsidiary of WHP Topco (“WHP”).
Upon the terms and subject
to the conditions set forth in the MIPA, (i) Sellers will contribute all of their respective intellectual property and related assets
associated with the “Lands’ End” brand, including all of the license agreements entered into in connection with Lands’
End’s licensing business (the “Contributed Assets”) to a newly formed Delaware limited liability company and
wholly owned subsidiary of Sellers (“IPCo”), and IPCo will assume certain liabilities related to the Contributed Assets
(such transactions, the “IP Contribution”), and (ii) immediately thereafter, Sellers will sell 50% of the Units (as
defined below), representing a 50% controlling ownership stake in IPCo, to WHP for an aggregate purchase price of $300 million in cash
(the “Membership Interests Purchase”). The Company intends to use the proceeds from the Membership Interests Purchase
to, among other things, repay the Company’s outstanding term loan. In addition, pursuant to the MIPA, and subject to the terms
and conditions set forth therein, WHP will commence a tender offer (the “Tender Offer”) to purchase up to 2,222,222
shares of the Company’s common stock (the “Common Stock”), par value $0.01 per share, at a price of $45.00 per
share in cash, without interest and subject to any applicable withholding taxes, representing an aggregate value of up to approximately
$100 million, which tender offer is intended to close substantially concurrently with the Membership Interests Purchase. The tender offer
will be subject to pro-ration should it be oversubscribed. As a result of the tender offer, WHP is expected to own up to approximately
7% of the Company’s outstanding shares of common stock.
The
closing of the Membership Interests Purchase (the “Closing”) is subject to certain customary closing conditions, including,
among others, (i) the absence of any injunction or similar order prohibiting the Closing, (ii) the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other foreign regulatory
approvals, (iii) the accuracy of each party’s representations and warranties as of the date of the Closing (subject, with specified
exceptions, to customary materiality or “Material Adverse Effect” standards), (iv) each party’s performance of its covenants
under the MIPA in all material respects, (v) the absence of any “Material Adverse Effect” or “WHP Material Adverse Effect,”
as such terms are defined in the MIPA, (vi) the consummation of the IP Contribution and (vii) the closing of the Tender Offer.
The
MIPA contains customary representations, warranties and covenants, including covenants related to the conduct of Sellers’ business
with respect to the Contributed Assets prior to the Closing and related to the parties’ required efforts to obtain any required
regulatory approvals. Except for certain fundamental representations and warranties, the representations, warranties and pre-closing covenants
of each of the parties to the MIPA will not survive the Closing. In addition, each party has agreed to indemnify the other party with
respect to certain losses arising out of inaccuracies or breaches of certain of the other party’s fundamental representations and
warranties, and Sellers have agreed to indemnify IPCo and WHP for certain losses arising out of assets of Sellers (other than the Contributed
Assets) and certain pre-closing taxes, in each case subject to customary limitations and offsets.
The
MIPA contains certain termination rights for both the Company and WHP, including, but not limited to, the right to terminate the MIPA
if the Closing has not occurred prior to October 26, 2026 (the “Outside Date”). The MIPA also provides the Company
the right to terminate the MIPA if WHP fails to consummate the Tender Offer (if all conditions to the offer have been met) and if WHP
and/or more or more of its affiliates has executed a definitive agreement providing for a change of control, significant asset sale or
IPO event of WHP Topco. Neither party will have any liability to the other in respect of a termination of the MIPA except in the case
of fraud or willful breach.
WHP
Borrower has obtained committed debt financing from Morgan Stanley Senior Funding, Inc. (the “Lender”) which, together
with cash on hand and other readily available sources of funding, will be used to finance the transactions contemplated by the MIPA and
pay related fees and expenses. The obligations of the Lender to provide debt financing under the debt commitment letter are subject to
customary closing conditions. The Closing is not conditioned on the receipt or availability of such debt financing or any other funds
or financing by WHP Borrower or any of its affiliates.
The
representations, warranties and covenants set forth in the MIPA have been made only for the purposes of the MIPA and solely for the benefit
of the respective parties thereto, and may be subject to limitations agreed upon by the contracting parties, including being qualified
by confidential disclosures made for the purposes of allocating contractual risk between the parties to the MIPA instead of establishing
these matters as facts. In addition, information regarding the subject matter of the representations and warranties made in the MIPA may
change after the date of the MIPA. Accordingly, the MIPA is included with this Current Report on Form 8-K only to provide investors with
information regarding its terms and not to provide investors with any other factual information regarding the Company, its subsidiaries
or its or their respective businesses or any other parties to the MIPA as of the date of the MIPA or as of any other date.
In
connection with the Closing, the Company will enter into voting agreements (the “Voting Agreements”) with WHP Topco
and certain stockholders of the Company (consisting of the current Company’s controlling stockholder, Edward S. Lampert, and related
funds) (together with WHP Topco, each a “Specified Stockholder”), which will provide, among other things, that the
Specified Stockholders will vote all of their shares of Common Stock held at the relevant time in favor of the WHP Topco monetization
events described in the following section, on the terms and subject to the conditions set forth in the Voting Agreements.
Limited
Liability Company Agreement
Immediately upon the consummation
of the Membership Interests Purchase, Sellers, IPCo, WHP and WHP Topco will enter into the amended and restated limited liability company
agreement of IPCo among IPCo, Sellers, WHP and, solely for purposes of certain sections enumerated therein, WHP Topco (the “LLCA”),
pursuant to which IPCo will have a single class of membership interests consisting of Class A units (the “Units”),
with Sellers owning 50% of the Units and WHP owning 50% of the Units.
IPCo will be governed by a
board of managers (the “IPCo Board”) consisting of four managers, with two managers appointed by each of WHP and Sellers.
As of the consummation of the Membership Interests Purchase, managers appointed by WHP will collectively have an extra vote permitting
WHP to control decisions of the IPCo Board, which is subject to change in the future based on the relative ownership percentages of WHP
and Sellers in IPCo.
Sellers’ Units may be
exchanged for WHP Topco Units (as defined in the LLCA) in connection with the following WHP Topco monetization events as described below
and subject to the terms and conditions set forth in the LLCA:
| · | In an initial public offering, direct listing or de-SPAC of WHP Topco, where WHP’s enterprise value-to-EBITDA
multiple (the “Exchange Reference Multiple”), when calculated based on the WHP listing price, is equal to or greater
than 13, then the Company can elect to exchange Sellers’ Units for WHP Topco Units or WHP can force Sellers’ Units to be exchanged
for WHP Topco Units. If the Exchange Reference Multiple is less than 13, then the Company can elect to exchange Sellers’ Units for
WHP Topco Units; |
| · | In a change of control of WHP Topco, where WHP’s Exchange Reference Multiple (counting only cash,
public securities or other specified consideration) implied by the transaction is equal to or greater than the Minimum Multiple (as defined
below), then the Company is required to exchange Sellers’ Units for WHP Topco units; and |
| · | In a significant asset sale by WHP Topco of 50% or more of its EBITDA, where the Exchange Reference Multiple
implied by such asset sale (counting only cash, public securities and other specified consideration) is greater than or equal to the Minimum
Multiple, the Company is required to exchange Sellers’ Units for WHP Topco Units. |
In the event the Sellers’
Units are exchanged for WHP Topco Units in the aforementioned scenarios, the Sellers’ stake in IPCo would be valued at the EBITDA
multiple implied by WHP Topco’s monetization event.
The minimum multiple shall
initially be set at 13x, and the Sellers may reset such multiple one time per calendar year with WHP’s consent, not to be unreasonably
withheld, conditioned or delayed (the “Minimum Multiple”). The Company’s right to exchange in a WHP Topco monetization
event terminates on the occurrence of any of the aforementioned monetization events, whether or not the Sellers’ Units were exchanged.
Pursuant to the LLCA, WHP
and Sellers generally may not transfer their Units prior to the third anniversary of Closing (other than to permitted transferees or a
third party purchaser of WHP). After the third anniversary of the Closing, each party may transfer its respective Units but subject to
tag along rights and a right of first offer in favor of the other parties. In addition, following the third anniversary of Closing, if
either the Company or WHP receives a third party acquisition offer for 100% of IPCo reflecting an IPCo’s enterprise value / LTM
EBITDA multiple at or above 10, the party receiving the offer has a right to “drag” the other party into such sale, subject
to an ownership threshold and the achievement of certain economic thresholds. The dragged party has the option to be dragged in such sale
or, instead, buy out the other party’s stake at the purchase price proposed by the third party.
Pursuant to the LLCA, any
excess cash above $5.0 million at IPCo (or $7.5 million, if, as of the end of any fiscal quarter, the revenue of IPCo and its subsidiaries
with respect to the last 12 months ending on the most recent date for which financial statements are available is greater than $150.0
million) will be distributed to WHP and Sellers on a quarterly basis and based on ownership split.
License Agreement
At
the Closing, in connection with the MIPA, the Company, LEDM and IPCo will enter into a License Agreement (the “License Agreement”),
pursuant to which IPCo will grant LEDM a license under the intellectual property rights contributed to IPCo in connection with the MIPA,
as well as certain other intellectual property rights developed in the future (collectively, the “Licensed IPR”), to
design, manufacture, sell and promote certain categories of products (including the types of products that the Company designs, manufactures
and sells as of the date hereof) (collectively, “Licensed Products”) in certain jurisdictions, including the United
States, Canada, the United Kingdom, Germany, Austria and France (the “Territory”), with limitations to certain channels
of sale. The license is exclusive within the Territory and specified trade channels with respect to certain core products, and non-exclusive
with respect to other categories of Licensed Products, as set forth in the License Agreement. LEDM’s license is royalty-bearing
and subject to a guaranteed minimum royalty (“GMR”), with different royalty rates due depending on the channel under
which Licensed Products are sold. The GMR will be $50,000,000 per year (calculated
pro rata based on an amount of $50,000,000 for a twelve (12)
month period for the first contract year) through the end of the contract year 11, will increase one percent per year for contract years
12-21, and will be $55,231,106 for each contract year thereafter. In addition, LEDM will be eligible to receive an adjustment to its royalties,
which adjustment will be paid by IPCo on a quarterly basis, based on total royalties received by IPCo (including from other licensees)
above a specified threshold.
The initial term of the License
Agreement is 10 years following the conclusion of the first contract year, and the License Agreement automatically renews for up to 12
successive renewal terms of 7 years each, unless LEDM provides notice of non-renewal at least 24 months prior to the end of the initial
or applicable renewal term. The License Agreement is only terminable by IPCo if LEDM breaches its obligation to make its required guaranteed
minimum payments, or to make undisputed royalty payments, in each case subject to an opportunity to cure such non-payment within a certain
period of time. The Company will be a party to the License Agreement for the sole purpose of guaranteeing LEDM’s performance thereunder.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth above
in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Units to be sold to WHP in connection
with the Membership Interests Purchase will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”),
and will be issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibit |
| 2.1* |
|
Membership Interest Purchase Agreement, dated as of January 26, 2026, by and among Lands’ End, Inc., Lands’ End Direct Merchants, Inc., WH Borrower, LLC, WHP Topco, L.P. and LEWHP LLC. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*
Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted
schedules and/or exhibits to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant
to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
Cautionary Notes on Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements,
including statements regarding the proposed transactions by and among the Sellers, WHP Borrower, WHP Topco, WHP and IPCo (the “Transactions”).
These forward-looking statements generally are identified by the words “anticipate,” “estimate,” “expect,”
“intend,” “project,” “plan,” “predict,” “believe,” “seek,” “continue,”
“outlook,” “may,” “might,” “will,” “should,” “can have,” “likely,”
“targeting” or the negative version of these words or comparable words. All statements, other than historical facts, including,
but not limited to, statements regarding the expected timing and structure of the Transactions, the ability of the parties to complete
the Transactions, the expected benefits of the Transactions, including future financial and operating results and strategic benefits,
and any assumptions underlying any of the foregoing, are forward-looking statements.
These forward-looking statements are based on beliefs and assumptions
made by the Company’s management using currently available information. These statements are only predictions and are not guarantees
of future performance, actions or events. These forward-looking statements are subject to risks and uncertainties. If one or more of these
risks or uncertainties materialize, or if the Company management’s underlying beliefs and assumptions prove to be incorrect, actual
results may differ materially from those contemplated by a forward-looking statement. The inclusion of such statements should not be regarded
as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results
to differ materially from those described in this Current Report on Form 8-K include, among others:
| · | uncertainties
as to the timing of the tender offer and the other Transactions; |
| · | uncertainties
as to how many of the Company’s stockholders will tender their stock in the offer; |
| · | the
possibility that one or more closing conditions for the Transactions may not be satisfied or waived, on a timely basis or otherwise,
including that a governmental entity may prohibit, delay, or refuse to grant approval for the consummation of the Transactions (or only
grant approval subject to adverse conditions or limitations), may require conditions, limitations or restrictions in connection with
such approvals or that the required approval by the stockholders of the Company may not be obtained; |
| · | the
difficulty of predicting the timing or outcome of regulatory approvals or actions, if any; |
| · | the
risk that the Transactions may not be completed on the terms or in the time frame expected by the Company or at all; |
| · | unexpected
costs, charges or expenses resulting from the Transactions; |
| · | uncertainty
of the expected financial performance of IPCo following completion of the Transactions; |
| · | the
effects that a termination of the MIPA may have on the Company, including the possibility that there could be fluctuations in the trading
price of the Company’s common stock as a result of the announcement, pendency or consummation of the Transactions; |
| · | risks
related to the Company’s ability to realize the anticipated benefits of the Transactions, including the possibility that the expected
benefits from the Transactions will not be realized or will not be realized within the expected time period; |
| · | the
ability of IPCo to implement its business strategy; |
| · | the
effects of the Transactions on relationships with employees, other business partners or governmental entities; |
| · | negative
effects of this announcement, the pendency or the consummation of the Transactions on the market price of the Company’s common
stock and/or the Company’s operating results, including current or future business; |
| · | risks
associated with potential significant volatility and fluctuations in the market price of the Company’s common stock; |
| · | significant
transaction costs; |
| · | risks
relating to the occurrence of an IPO, change of control or significant asset sale of WHP
Topco (an “exchange event”), which is out of the Company and its stockholders’
control, to realize value from the Company’s exchange rights, and the possibility that
such exchange event may never occur, or if it does occur, the possibility that it occurs
on unfavorable terms, including economic terms; |
| · | the
possibility that one or more of the agreements governing the Transactions may contain provisions that are difficult to enforce and the
possibility of legal disputes between Sellers and WHP Topco and its affiliates that could delay realization of the full benefits of the
Transactions; |
| · | the
possibility that any exchange event could be structured in a manner and on terms and conditions that are disadvantageous to the Company
and its stockholders; |
| · | the
possibility that the contribution of the Company’s intellectual property into IPCo may not achieve the anticipated results, particularly
if such intellectual property is not monetized effectively; |
| · | the
risk that WHP Global’s past performance may not be representative of future results; |
| · | uncertainties
relating to IPCo’s ability to maintain the Company’s brand name and image with customers; |
| · | uncertainties
relating to IPCo’s ability to respond to changing consumer preferences, identify and interpret consumer trends, and successfully
market new products; |
| · | uncertainties
regarding the Company’s and IPCo’s focus, strategic plans and other management actions; |
| · | the
risk that stockholder litigation in connection with the Transactions or other litigation, settlements or investigations may affect the
timing or occurrence of the Transactions or result in significant costs of defense, indemnification and liability; |
| · | the
occurrence of any event that could give rise to termination of the Transactions; |
| · | risks
related to the disruption of management time from ongoing business operations due to the pendency of the Transactions, or other effects
of the pendency of the Transactions on the relationship of any of the parties to the transaction with their employees, customers, suppliers,
or other counterparties; |
| · | global
economic, political, legislative, regulatory and market conditions (including competitive pressures), evolving legal, regulatory and
tax regimes, including the effects of tariffs, inflation and foreign currency exchange rate fluctuations around the world, the challenging
consumer retail market in the United States and around the world and the impact of war and other conflicts around the world; and |
| · | other
factors, including those set forth in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual
Report on Form 10-K for the fiscal year ended January 31, 2025 and subsequent Quarterly Reports on Form 10-Q. |
Additional Information and Where to Find It
The tender offer described in this Current Report on Form 8-K has not
yet commenced. This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation
of an offer to sell shares of the Company, nor is it a substitute for any tender offer materials that WHP or the Company will file with
the SEC. A solicitation and an offer to buy shares of the Company will be made only pursuant to an offer to purchase and related materials
that WHP intends to file with the SEC. At the time the tender offer is commenced, WHP will file a Tender Offer Statement on Schedule TO
with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender
offer. THE COMPANY’S SECURITY HOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to
Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement,
will be sent to all stockholders of Lands’ End at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation
Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting
WHP, Lands’ End or the information agent for the tender offer, which will be named in the Tender Offer Statement. Copies of the
documents filed with the SEC by Lands’ End may be obtained at no charge on Lands’ End internet website at www.landsend.com
or by contacting Lands’ End at Legal Department, 5 Lands’ End Lane, Dodgeville, Wisconsin 53595, Attention: Secretary. Copies
of the documents filed with the SEC by WHP may be obtained at no charge by contacting WHP at 530 Fifth Avenue, 12th Floor, New York, New
York 10036.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
LANDS’
END, INC. |
| |
|
| |
|
| Date:
January 26, 2026 |
By: |
/s/
Peter L. Gray |
| |
Name: |
Peter
L. Gray |
| |
Title: |
President,
Lands’ End Licensing,
Chief Administrative Officer and General Counsel |
