G-III Apparel Group to acquire Marc Jacobs in ~$500M joint venture with WHP Global

At Closing, Marc Jacobs International, L.L.C. ("Marc Jacobs International"), LVMH and, solely for guaranty purposes, Purchaser, Purchaser Parent and the Company will enter 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.

At Closing, IPCo, G-III Leather Fashions, Inc. and G-III Apparel Canada, ULC (together with G-III Leather Fashions, Inc., the "Licensee"), will enter into a License Agreement (the "License Agreement"), pursuant to which IPCo will provide 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 (collectively, the "Licensed IP") 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).

On the Signing Date, IPCo, Purchaser, MJWHP, LLC, a Delaware limited liability company ("WHP Member"), the Company and Purchaser Parent entered into an Interim Investors' Agreement (the "Interim Investors' Agreement") which will govern the relationship between the Company and the WHP Member until the Closing.

The Company will operate the business pursuant to a license from IPCo. Item 1.01 Entry into a Material Definitive Agreement Unit Purchase Agreement On the Signing Date, Purchaser

On the Signing Date, Purchaser entered into a Unit Purchase Agreement (the "Unit Purchase Agreement") with the owners of all of the issued and outstanding units of Marc Jacobs Holdings, LLC (together, the "Sellers") and, solely for specified sections, WH Borrower, LLC ("Purchaser Parent"), pursuant to which Purchaser agreed to purchase from Sellers all of the issued and outstanding common units of Marc Jacobs Holdings, LLC (the "Acquisition").