Differential Brands Group Inc. (NasdaqCM:DFBG) entered into a definitive purchase agreement to acquire majority of North American licensing business of GBG USA, Inc. for $1.4 billion on June 27, 2018. The purchase price is subject to adjustment. Under the terms of the agreement, Global Brands Group Holding will be divesting a significant part of North American licensing business, including all of North American Kids and Accessories, as well as a majority of fashion businesses. The transaction comprised of licensed brands such as Disney, Star Wars, Calvin Klein, Under Armour, Tommy Hilfiger, BCBG, bebe, Joe’s, Buffalo David Bitton, Frye, Michael Kors, Cole Haan and Kenneth Cole. Debt financing for the transaction is being provided by Ares Capital Management LLC, HPS Investment Partners, LLC and GSO Capital Partners LP. The debt financing is anticipated to be comprised of a first lien term loan facility of $645 million, a revolving credit facility of up to $150 million and a second lien term loan facility of $668 million. The transaction was financed by borrowings under the credit agreements, the issuance of the convertible notes of $25 million to funds managed by GSO Capital Partners LP and funds managed by Blackstone Tactical Opportunities Advisors L.L.C. and the private placement of $80 million of common stock. In case of termination either party is liable to pay a termination fee of $5 million. On October 29, 2018, Michael Buckley, Andrew Tarshis and Kelly Hoffman resigned from the Board of Directors of Differential Brands Group, Kelly Hoffman resigned from the audit committee and Andrew Tarshis resigned from the compensation and stock option committee of the Board of Directors of Differential Brands Group. Differential Brands Group increased the size of board from seven members to eight members effective on October 29, 2018. On October 29, 2018, Differential Brands Group appointed Glenn Krevlin, Randall Kessler, Robert Petrini and Jason Rabin as members of the Board and Glenn Krevlin as member of audit committee as a result of the transaction. The transaction is subject to satisfaction or waiver of customary closing conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, the approval of the Global Brands Group Holding’s stockholders under applicable Hong Kong listing guidelines and the approval of DFBG’s stockholders in connection with the Equity Issuance pursuant to NASDAQ listing requirements and regulatory approvals. As of August 2, 2018, the transaction was approved by Global Brands Group Holding’s stockholders. The transaction is expected to close on August 31, 2018. As per announcement on July 3, 2018, the transaction is expected to close in the third quarter of 2018. As of October 4, 2018, the deal is expected to close on October 31, 2018. Nazim Zilkha, Gareth Clarke, Scott Zimmerman, Steven Clemens, and Thomas Rayski of Dechert LLP acted as legal advisors to Differential Brands Group. John Zeberkiewicz of Richards, Layton & Finger, P.A. acted as legal advisors to Differential Brands Group. Matthew Herman, Teresa Ko, Edward Freeman, Aly El Hamamsy, and Sebastian Fain of Freshfields Bruckhaus Deringer LLP and Reed Smith LLP acted as legal advisors to Global Brands Group Holding. Sushil Bathija and John Kim of Goldman Sachs (Asia) LLC acted as financial advisors to Global Brands Group Holding. Citigroup acted as financial advisor to Global Brands Group Holding Limited. Richard Hall and Cathryn Minors of Conyers Dill & Pearman acted as legal advisor to GBG USA, Inc.