G-III APPAREL GROUP, LTD. (NASDAQ:GIII) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01
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Completion of Acquisition or Disposition of Assets. |
On December 6, 2016, G-III Apparel Group, Ltd. (the Company),
filed a Current Report on Form 8-K (the Original Form 8-K) with
the Securities and Exchange Commission (the Commission) to report
that on December 1, 2016, it completed the purchase of all of the
outstanding capital stock of Donna Karan International Inc., a
Delaware corporation ( DKI ), from Moet Hennessy Louis Vuitton,
Inc. (LVMH, and such purchase, the DKI Acquisition), to a Stock
Purchase Agreement, dated July 22, 2016, by and between the
Company and LVMH, as amended by Amendment No. 1 thereto dated
November 30, 2016.
This Current Report on Form 8-K/A amends the Original Form 8-K to
include the required financial statements and pro forma financial
information with respect to the DKI Acquisition under
Item9.01(a), (b) and (d) of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The audited consolidated balance sheets of DKI as of December 31,
2015 and December 31, 2014 and the related audited consolidated
statements of operations and comprehensive loss, stockholders
equity, and cash flows for the years ended December 31, 2015,
December 31, 2014 and December 31, 2013, and the related notes
thereto, and the report of Ernst Young LLP, are filed as Exhibit
99.1 to this Form 8-K/A and incorporated herein by reference.
The unaudited interim consolidated balance sheets of DKI as of
September 30, 2016, December 31, 2015 and September 30, 2015, and
the related unaudited interim consolidated statements of
operations and comprehensive loss, stockholders equity, and cash
flows for the nine months ended September 30, 2016 and September
30, 2015, and the related notes thereto, are filed as Exhibit
99.2 to this Form 8-K/A and incorporated herein by reference.
(b) Pro Forma Financial Data
The narrative overview and the Companys unaudited pro forma
condensed combined financial data reflecting the effects of the
DKI Acquisition, consisting of (i)the unaudited pro forma
condensed combined balance sheet as of October 31, 2016 and the
related notes thereto and (ii)the unaudited pro forma condensed
combined statements of operations for the fiscal year ended
January31, 2016 and the nine months ended October 31, 2016, and
the related notes thereto, are filed as Exhibit 99.3 to this Form
8-K/A and incorporated herein by reference.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits
| 99.1 |
Audited consolidated balance sheets of DKI as of December 31, 2015 and December 31, 2014 and the related audited consolidated statements of operations and comprehensive loss, stockholders equity, and cash flows for the years ended December 31, 2015, December 31, 2014 and December 31, 2013, and the related notes thereto. |
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| 99.2 |
Unaudited interim consolidated balance sheets of DKI as of September 30, 2016, December 31, 2015 and September 30, 2015, and the related unaudited interim consolidated statements of operations and comprehensive loss, stockholders equity, and cash flows for the nine months ended September 30, 2016 and September 30, 2015, and the related notes thereto. |
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| 99.3 |
Narrative overview and the Companys unaudited pro forma condensed combined financial data reflecting the effects of the DKI Acquisition, consisting of (i)the unaudited pro forma condensed combined balance sheet as of October 31, 2016 and the related notes thereto and (ii)the unaudited pro forma condensed combined statements of operations for the fiscal year ended January31, 2016 and the nine months ended October 31, 2016, and the related notes thereto. |
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| 99.4 | Consent of Ernst Young LLP. | |
About G-III APPAREL GROUP, LTD. (NASDAQ:GIII)
G-III Apparel Group, Ltd. designs, manufactures and markets a range of apparel products. The Company operates through two segments: wholesale operations and retail operations. Its apparel products include outerwear, dresses, sportswear, swimwear, women’s suits and women’s performance wear, as well as women’s handbags, footwear, small leather goods, cold weather accessories and luggage. The Company’s owned brands include Donna Karan, DKNY, DKNY Jeans, Vilebrequin, G-III Sports by Carl Banks, Eliza J, Black Rivet and Jessica Howard. It has fashion licenses under the Calvin Klein, Tommy Hilfiger, Karl Lagerfeld, Kenneth Cole, Cole Haan and Dockers brands. Through its team sports business, it has licenses with the National Football League, National Basketball Association, Major League Baseball and National Hockey League. It also operates retail stores under the Donna Karan, Wilsons Leather, Bass, G.H. Bass & Co., Vilebrequin and Calvin Klein Performance names. G-III APPAREL GROUP, LTD. (NASDAQ:GIII) Recent Trading Information
G-III APPAREL GROUP, LTD. (NASDAQ:GIII) closed its last trading session down -0.92 at 25.67 with 562,767 shares trading hands.