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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):
April 1, 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. ¨
Introductory Note
On April 1, 2026 (the “Closing Date”),
Lands’ End, Inc., a Delaware corporation (the “Company”), and Lands’ End Direct Merchants, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“LEDM” and, together with the Company, the “Sellers”),
consummated the transactions (the “Transactions”) contemplated by that certain Membership Interest Purchase Agreement
(the “MIPA”), dated as of January 26, 2026, by and among 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”).
Pursuant to the MIPA, on the Closing Date, (a) Sellers
contributed 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 LE Topco, LLC, a newly formed Delaware limited liability company and wholly owned subsidiary of Sellers (“LE
Topco”), and LE Topco assumed certain liabilities related to the Contributed Assets (such transactions, the “IP Contribution”),
and (b) immediately thereafter, Sellers sold 50% of LE Topco’s Class A Units, representing a 50% controlling ownership stake in
LE Topco, to WHP for an aggregate purchase price of $300 million in cash (the “Membership Interests Purchase”).
Pursuant to the MIPA, on March 31, 2026, WHP and WHP
Topco’s previously announced 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 tax withholding, expired. Following the expiration of the Tender Offer, on April 1, 2026, WHP accepted for
payment 2,222,222 shares of Common Stock, representing approximately 7.2% of the Company’s outstanding shares of Common Stock.
The foregoing description of the transactions pursuant to the MIPA
does not purport to be complete and is qualified in its entirety by reference to the full text of the MIPA, a copy of which was filed
as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January
26, 2026 and which is incorporated herein by reference.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Limited
Liability Company Agreement
At the closing of the Transactions, Sellers, LE Topco, WHP and WHP Topco
entered into the amended and restated limited liability company agreement of LE Topco among LE Topco, Sellers, WHP and, solely for purposes
of certain sections enumerated therein, WHP Topco (the “LLCA”), pursuant to which LE Topco has 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.
Pursuant to the LLCA, LE Topco is governed by a board of managers (the
“LE Topco Board”) consisting of four managers, with two managers appointed by each of WHP and Sellers. Managers appointed
by WHP collectively have an extra vote permitting WHP to control decisions of the LE Topco Board, which is subject to change in the future
based on the relative ownership percentages of WHP and Sellers in LE Topco.
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 LE Topco would be valued at the EBITDA multiple implied by WHP Topco’s
monetization event.
The minimum multiple is initially 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 the Closing Date (other than to permitted transferees or a third party purchaser of WHP). After
the third anniversary of the Closing Date, 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 the Closing Date, if either the Company or
WHP receives a third party acquisition offer for 100% of LE Topco reflecting LE Topco’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 LE Topco (or
$7.5 million, if, as of the end of any fiscal quarter, the revenue of LE Topco 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) is to be distributed to WHP
and Sellers on a quarterly basis and based on ownership split.
The
foregoing description of the LLCA does not purport to be complete and is qualified in its entirety by reference to the full text of the
LLCA, a copy of which is filed as Exhibit 2.2 to this report and is incorporated herein by reference.
License Agreement
At the closing of the Transactions, the Company,
LEDM and LE Topco entered into a License Agreement (the “License Agreement”), pursuant to which LE Topco granted LEDM
a royalty-bearing license under the intellectual property rights contributed by Sellers to LE Topco, 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 is $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 is eligible to receive an adjustment to its royalties, which will be paid by LE Topco
on a quarterly basis based on total royalties received by LE Topco (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 LE Topco 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 is a party to the License Agreement for the sole purpose of guaranteeing LEDM’s performance thereunder.
The foregoing description
of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the License
Agreement, a copy of which is filed as Exhibit 2.3 to this report and is incorporated herein by reference.
Voting Agreements
At the closing of the Transactions,
the Company entered into voting agreements (the “Voting Agreements”) with WHP and certain stockholders of the Company
(consisting of the Company’s controlling stockholder, Edward S. Lampert, and related funds) (together with WHP Topco, each a “Specified
Stockholder”), which 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 above, under the heading “Limited Liability Company
Agreement,” on the terms and subject to the conditions set forth in the Voting Agreements.
The foregoing description
of the Voting Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting
Agreements, copies of which are filed as Exhibits 2.4 and 2.5 to this report and are incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
At the closing of the Transactions,
the Company prepaid all amounts outstanding under, and terminated, that certain Term Loan Credit Agreement (the “Term Loan Credit
Agreement”), dated as of December 29, 2023, among the Company, as the borrower, Blue Torch Finance LLC, as administrative agent
and collateral agent (the “Agent”), and the lenders party thereto, and terminated that certain Guaranty and Security
Agreement (the “Guaranty and Security Agreement”), dated as of December 29, 2023, among the Company, the other grantors
party thereto and the Agent. The material terms of the Term Loan Credit Agreement and the Guaranty and Security Agreement are described
under Item 1.01 in the Company’s Form 8-K, filed with the Securities and Exchange Commission on January 3, 2024, and incorporated
by reference herein.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note
of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth
in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference. The Units sold to WHP in connection
with the Membership Interests Purchase were not registered under the U.S. Securities Act of 1933 (the “Securities Act”),
and were issued in reliance on the exemption from registration requirements provided by Section 4(a)(2) of the Securities Act.
| Item 7.01. | Regulation FD Disclosure. |
On April 1, 2026,
the Company issued a press release announcing the completion of the Transactions. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The
information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether
made before, on, or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated
by specific reference to this filing. The information in this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section
or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The furnishing of this information shall not be deemed
an admission as to the materiality of any such information.
| 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 (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 26, 2026).* |
| |
|
|
| 2.2 |
|
Amended and Restated Limited Liability Company Agreement, dated as of April 1, 2026, by and among Lands’ End, Inc., Lands’ End Direct Merchants, Inc., WHP Topco, L.P., LEWHP, LLC and LE Topco, LLC.* |
| |
|
|
| 2.3 |
|
License Agreement, dated as of April 1, 2026, by and among Lands’ End, Inc., Lands’ End Direct Merchants, Inc. and LE Topco, LLC.* |
| |
|
|
| 2.4 |
|
Voting and Support Agreement, dated as of April 1, 2026, by and among Lands’ End, Inc., Edward S. Lampert and related funds.* |
| |
|
|
| 2.5 |
|
Voting and Support Agreement, dated as of April 1, 2026, by and among Lands’ End, Inc. and LEWHP, LLC.* |
| |
|
|
| 99.1 |
|
Press
Release, dated as of April 1, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Schedules
and similar attachments omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any
omitted schedule 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.
Forward-Looking Statements
This communication contains forward-looking statements that involve risks
and uncertainties, including statements regarding the Transactions and the expected results and benefits of 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.
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. The following important factors and uncertainties, among
others, could cause actual results to differ materially from those described in these forward-looking statements: 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 the JV to implement
its business strategy; negative effects of 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; 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 the JV 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 the JV’s ability to maintain the Company’s brand name and image with customers;
uncertainties relating to the JV’s ability to respond to changing consumer preferences, identify and interpret consumer trends,
and successfully market new products; uncertainties regarding the Company’s and the JV’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 result in significant costs of defense, indemnification and liability; the Company’s results may be materially impacted if tariffs
on imports to the United States increase and it is unable to offset the increased costs from current or future tariffs through pricing
negotiations with its vendor base, moving production out of countries impacted by the tariffs, passing through a portion of the cost increases
to the customer, or other savings opportunities; global supply chain challenges and their impact on inbound transportation costs and delays
in receiving product; disruption in the Company’s supply chain, including with respect to its distribution centers, third-party
manufacturing partners and logistics partners, caused by limits in freight capacity, increases in transportation costs, port congestion,
other logistics constraints, and closure of certain manufacturing facilities and production lines due to public health crises and other
global economic conditions; the impact of global economic conditions, including inflation, on consumer discretionary spending; the impact
of public health crises on operations, customer demand and the Company’s supply chain, as well as its consolidated results of operation,
financial position and cash flows; the Company’s ability to offer merchandise and services that customers want to purchase; changes
in customer preference from the Company’s branded merchandise; customers’ use of the Company’s digital platform, including
customer acceptance of its efforts to enhance its eCommerce websites, including the Outfitters website; customer response to the Company’s
marketing efforts across all types of media; the Company’s maintenance of a robust customer list; the Company’s retail store
strategy may be unsuccessful; the Company’s Third Party channel may not develop as planned or have its desired impact; the Company’s
dependence on information technology; failure of information technology systems, including with respect to its eCommerce operations, or
an inability to upgrade or adapt its systems; failure to adequately protect against cybersecurity threats or maintain the security and
privacy of customer, employee or company information and the impact of cybersecurity events on the Company; fluctuations and increases
in costs of raw materials as well as fluctuations in other production and distribution-related costs; impairment of the Company’s
relationships with its vendors; the Company’s failure to compete effectively in the apparel industry; legal, regulatory, economic
and political risks associated with international trade and those markets in which the Company conducts business and sources its merchandise;
the Company’s failure to protect or preserve the image of its brands and its intellectual property rights; increases in postage,
paper and printing costs; failure by third parties who provide the Company with services in connection with certain aspects of its business
to perform their obligations; the Company’s failure to timely and effectively obtain shipments of products from its vendors and
deliver merchandise to its customers; reliance on promotions and markdowns to encourage customer purchases; the Company’s failure
to efficiently manage inventory levels; unseasonal or severe weather conditions; natural disasters, political crises or other catastrophic
events; the adverse effect on the Company’s reputation if its independent vendors or licensees do not use ethical business practices
or comply with contractual obligations, applicable laws and regulations; assessments for additional state taxes; incurrence of charges
due to impairment of other intangible assets and long-lived assets; the impact on the Company’s business of adverse worldwide economic
and market conditions, including inflation and other economic factors that negatively impact consumer spending on discretionary items;
the stock repurchase program may not be executed to the full extent within its duration, due to business or market conditions or Company
credit facility limitations; the ability of the Company’s principal stockholders to exert substantial influence over the Company;
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
risks, uncertainties and factors discussed in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K
for the fiscal year ended January 30, 2026, and the Company’s subsequent filings with the U.S. Securities and Exchange Commission.
The Company intends the forward-looking statements to speak only as of the time made and does not undertake to update or revise them as
more information becomes available, except as required by law.
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: April 1, 2026 |
By: |
/s/ Peter L. Gray |
| |
Name: |
Peter L. Gray |
| |
Title: |
President, Lands’ End Licensing, Chief Administrative Officer and General Counsel |
Exhibit 99.1
Lands’ End and WHP Global Complete Joint Venture
to Accelerate Global Brand Expansion and Unlock Significant Stockholder Value
JV will accelerate expansion of Lands’ End’s
growth into new categories, channels, and internationally, by leveraging WHP Global’s best-in-class platform
$300M in gross proceeds to Lands’ End enables
full repayment of term loan debt, greatly reducing interest expense and significantly strengthening the Company’s balance sheet
to deliver strategic flexibility and optionality to enhance stockholder value
Lands’ End stockholders have additional upside
opportunity through potential exchange of Lands’ End’s interest in Joint Venture for equity in WHP Global
In a separate press release, WHP Global announced
the completion of a Tender Offer for approximately $100 million of Lands’ End shares at a price per share of $45
Lands’ End to host enhanced first quarter
fiscal 2026 results conference call in June providing multi-year financial framework
DODGEVILLE, Wis. and NEW YORK, April 1, 2026 (GLOBE NEWSWIRE) —
Lands’ End, Inc. (NASDAQ: LE) (“Lands’ End” or the “Company”) and WHP Global (“WHP Global”)
today announced the successful creation of their joint venture (“JV”), marking a transformative step forward in the Company’s
long-term growth strategy. The JV is designed to unlock the value of the Lands’ End brand while materially enhancing the Company’s
financial position and strategic flexibility.
Pursuant to the transaction agreement, Lands’ End contributed all
of the intellectual property and related assets associated with the Lands’ End brand, including the license agreements entered
into in connection with Lands’ End’s licensing business, to the JV, and received $300 million in cash from WHP Global for
a 50% controlling interest in the JV. WHP Global will leverage its proven global brand-management platform to accelerate Lands’
End’s expansion across new categories and channels, and international markets, to generate new high-margin royalty streams and extend
the brand’s global footprint.
Lands’ End maintains full operational control of its core direct-to-consumer
(“DTC”) and business-to-business (“B2B”) businesses, ensuring complete continuity for customers, partners, and
employees. The Company has used the majority of the proceeds to fully repay its $234 million term loan, significantly reducing interest
expense and strengthening its balance sheet. This improved capital structure provides the Company increased flexibility to pursue strategically
and financially accretive opportunities to drive long-term stockholder value.
Andrew McLean, Chief Executive Officer of Lands’ End, stated: “Creating
this joint venture with WHP Global is a pivotal milestone for Lands’ End and positions us for a stronger, faster, and more globally
diversified growth trajectory. WHP Global’s extensive brand-development platform will enable us to amplify the reach of the Lands’
End brand far beyond what we could pursue independently, while we maintain our disciplined focus on operational excellence across our
DTC and B2B businesses. At the same time, by fully paying down our term loan, we now have greater financial flexibility to pursue strategic
opportunities that advance our mission. Alongside this JV, we’ve built a powerful, multi-faceted foundation for sustained value
creation.”
Yehuda Shmidman, Founder, Chairman & CEO of WHP Global, added: “This
milestone transaction marks the next phase of growth for Lands’ End. With the brand’s strong foundation and WHP Global’s
global platform, we are well positioned to expand into new categories and markets to drive long-term value for all.”
Additional Stockholder Upside Through Potential WHP Global Equity Participation
In
the event of a qualifying WHP Global monetization – such as a public listing or majority sale of WHP Global – Lands’
End may exchange its JV stake for equity in WHP Global at the same valuation multiple as represented by the WHP Global monetization transaction.
This structure provides Lands’ End stockholders with a unique, additional pathway to participate in WHP Global’s platform-driven
value creation.
Tender Offer by WHP Global
In a separate press release,
WHP Global announced today that it has completed its tender offer for approximately $100 million of Lands’ End shares at a price
of $45.00 per share. The tender offer was oversubscribed, and thus subject to proration. Following the tender offer, WHP Global owns
approximately 7% of Lands’ End’s outstanding shares of common stock.
Enhanced Earnings Call in June
As announced previously, Lands’
End will host an enhanced earnings call in June following the release of first-quarter fiscal 2026 results. This call will include a
comprehensive multi-year financial framework outlining the post-transaction operating model, long-term revenue and profit drivers, and
the strategic initiatives expected to shape the Company’s next phase of value creation.
Advisors
Perella Weinberg Partners served as financial advisor to Lands' End, and
Wachtell, Lipton, Rosen & Katz served as legal advisor.
Morgan Stanley & Co. LLC served as financial advisor to WHP Global,
and Kirkland & Ellis LLP served as legal advisor. Morgan Stanley Senior Funding, Inc. provided committed debt financing to support
the acquisition.
About Lands' End, Inc.
Lands' End, Inc. (NASDAQ: LE) is a leading digital retailer of solution-based
apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. Lands' End offers products online at www.landsend.com,
through third-party distribution channels, our own Company Operated stores and third-party license agreements. Lands' End also offers
products to businesses and schools, for their employees and students, through the Outfitters distribution channel. Lands' End is a classic
American lifestyle brand that creates solutions for life's every journey.
About WHP Global
WHP Global (www.whp-global.com) is a leading brand management platform
founded in 2019 to acquire and grow consumer brands. Its portfolio includes 15+ powerful brands across fashion, sports, and hardgoods,
generating over $8 billion in annual retail sales across 80+ countries. Headquartered in New York with offices worldwide, WHP Global partners
with more than 235 leading operators and drives strategic value through proprietary initiatives, including an internal AI Innovation Lab.
For brand news and updates, follow WHP Global on Instagram and LinkedIn.
Cautionary Notes on Forward-Looking Statements
This press release contains forward-looking statements that involve risks
and uncertainties, including statements regarding the transactions by and among the Company, Lands’ End Direct Merchants, Inc.,
a wholly owned subsidiary of the Company (together with the Company, “Sellers”), WH Borrower, LLC (“WHP Borrower”),
WHP Topco, L.P. (“WHP Topco”), LEWHP LLC, a wholly owned indirect subsidiary of WHP Topco (“WHP”) and the JV (the
“Transactions”) and the expected results and benefits of 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.
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. The following important factors and uncertainties, among
others, could cause actual results to differ materially from those described in these forward-looking statements: 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 the JV to implement
its business strategy; negative effects of 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; 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 the JV 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 the JV’s ability to maintain the Company’s brand name and image with customers;
uncertainties relating to the JV’s ability to respond to changing consumer preferences, identify and interpret consumer trends,
and successfully market new products; uncertainties regarding the Company’s and the JV’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 result in significant costs of defense, indemnification and liability; the Company’s results may be materially impacted if tariffs
on imports to the United States increase and it is unable to offset the increased costs from current or future tariffs through pricing
negotiations with its vendor base, moving production out of countries impacted by the tariffs, passing through a portion of the cost increases
to the customer, or other savings opportunities; global supply chain challenges and their impact on inbound transportation costs and delays
in receiving product; disruption in the Company’s supply chain, including with respect to its distribution centers, third-party
manufacturing partners and logistics partners, caused by limits in freight capacity, increases in transportation costs, port congestion,
other logistics constraints, and closure of certain manufacturing facilities and production lines due to public health crises and other
global economic conditions; the impact of global economic conditions, including inflation, on consumer discretionary spending; the impact
of public health crises on operations, customer demand and the Company’s supply chain, as well as its consolidated results of operation,
financial position and cash flows; the Company’s ability to offer merchandise and services that customers want to purchase; changes
in customer preference from the Company’s branded merchandise; customers’ use of the Company’s digital platform, including
customer acceptance of its efforts to enhance its eCommerce websites, including the Outfitters website; customer response to the Company’s
marketing efforts across all types of media; the Company’s maintenance of a robust customer list; the Company’s retail store
strategy may be unsuccessful; the Company’s Third Party channel may not develop as planned or have its desired impact; the Company’s
dependence on information technology; failure of information technology systems, including with respect to its eCommerce operations, or
an inability to upgrade or adapt its systems; failure to adequately protect against cybersecurity threats or maintain the security and
privacy of customer, employee or company information and the impact of cybersecurity events on the Company; fluctuations and increases
in costs of raw materials as well as fluctuations in other production and distribution-related costs; impairment of the Company’s
relationships with its vendors; the Company’s failure to compete effectively in the apparel industry; legal, regulatory, economic
and political risks associated with international trade and those markets in which the Company conducts business and sources its merchandise;
the Company’s failure to protect or preserve the image of its brands and its intellectual property rights; increases in postage,
paper and printing costs; failure by third parties who provide the Company with services in connection with certain aspects of its business
to perform their obligations; the Company’s failure to timely and effectively obtain shipments of products from its vendors and
deliver merchandise to its customers; reliance on promotions and markdowns to encourage customer purchases; the Company’s failure
to efficiently manage inventory levels; unseasonal or severe weather conditions; natural disasters, political crises or other catastrophic
events; the adverse effect on the Company’s reputation if its independent vendors or licensees do not use ethical business practices
or comply with contractual obligations, applicable laws and regulations; assessments for additional state taxes; incurrence of charges
due to impairment of other intangible assets and long-lived assets; the impact on the Company’s business of adverse worldwide economic
and market conditions, including inflation and other economic factors that negatively impact consumer spending on discretionary items;
the stock repurchase program may not be executed to the full extent within its duration, due to business or market conditions or Company
credit facility limitations; the ability of the Company’s principal stockholders to exert substantial influence over the Company;
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
risks, uncertainties and factors discussed in the “Risk Factors” sections of the Company’s Annual Report on Form 10-K
for the fiscal year ended January 30, 2026, and the Company’s subsequent filings with the U.S. Securities and Exchange Commission.
The Company intends the forward-looking statements to speak only as of the time made and does not undertake to update or revise them as
more information becomes available, except as required by law.
Contacts
Lands' End, Inc.
Bernard McCracken
Chief Financial Officer
(608) 935-4100
Investor Relations:
ICR, Inc.
Tom Filandro
(646) 277-1235
Tom.Filandro@icrinc.com
Media:
FGS Global
Andy Duberstein/Hayley Cook
LandsEnd@fgsglobal.com
WHP Global
EJ Media Group
Jaime Cassavechia
jaime@ejmediagroup.com
