Item 1.01. Entry into a Material Definitive Agreement.
On September 19, 2022, Oxford Industries, Inc. (the “Company”) acquired the
lifestyle apparel brand Johnny Was (the “Acquisition”). The Acquisition was
completed pursuant to a Unit Purchase Agreement, dated September 19, 2022 (the
“Purchase Agreement”), by and among the Company, JW Holdings, LLC, the sellers
named therein and Endeavour Capital Fund VI, L.P., as the sellers’
representative. Johnny Was is an affordable luxury, bohemian lifestyle apparel
brand offering a broad line of women’s apparel, accessories and home goods.
The purchase price for the Acquisition was $270 million in cash, subject to
adjustment based on net working capital as of the closing date. The Acquisition
was primarily financed by cash on hand, with the remainder of the purchase price
funded with borrowings under the Company’s U.S. revolving credit facility. The
Purchase Agreement contains customary representations, warranties, covenants and
indemnities for a transaction of this type.
The foregoing summary of certain material terms and conditions of the Purchase
Agreement is not intended to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement. The Purchase Agreement is
filed as Exhibit 2.1 of this Current Report on Form 8-K and is incorporated
herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure provided under Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.01 as if fully set forth herein.
Item 7.01. Regulation FD Disclosure.
On September 19, 2022, the Company issued a press release announcing the
Acquisition and raising its guidance due to both the Acquisition and strong
direct-to-consumer sales at its Tommy Bahama and Lilly Pulitzer brands. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
On September 19, 2022, the Company made available an investor presentation (the
“Investor Presentation”), which the Company expects to use in connection with
the announcement of the Acquisition.
A copy of the Investor Presentation is attached hereto as Exhibit 99.2 and is
incorporated by reference herein. The Investor Presentation is current as of
September 19, 2022, and the Company disclaims any obligation to update the
Investor Presentation after such date.
The information set forth in this Item 7.01 (including Exhibits 99.1 and 99.2)
is “furnished” and shall not be deemed to be “filed” for 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, nor shall such information
be deemed incorporated by reference in any filing under the Exchange Act or the
Securities Act of 1933, as amended, except as expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Unit Purchase Agreement, dated September 19, 2022 by and
2.1 among JW Holdings, LLC, the sellers named therein, Oxford
Industries, Inc. and Endeavour Capital Fund VI, L.P., as
sellers' representative.
99.1 Press Release, dated September 19, 2022.
99.2 Investor Presentation, dated September 19, 2022.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document)
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