Item 7.01 Regulation FD Disclosure.

On May 2, 2022, G-III Apparel Group, Ltd. ("G-III"), issued a press release announcing the execution of the Purchase Agreement described under Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Also on May 2, 2022, G-III made available an investor presentation on its website in connection with the foregoing. A copy of the investor presentation is attached as Exhibit 99.2 to this Current Report on Form 8-K. Neither the press release nor the investor presentation shall be deemed "filed" for any purpose, including for the 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. The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

On May 2, 2022, G-III and its indirect wholly-owned subsidiary, G-III Foreign Holdings B.V. (the "Purchaser"), entered into a share purchase agreement (the "Purchase Agreement"), with a group of private and public investors, led by Fred Gehring of Amlon Capital BV (collectively, the "Sellers"), pursuant to which the Purchaser will acquire, on the terms and subject to the conditions set forth in the Purchase Agreement, the remaining outstanding shares of Karl Lagerfeld Holding B.V. ("Karl Lagerfeld Holding") that G-III does not already own, for an aggregate consideration of €200 million ($210 million USD) in cash, subject to certain adjustments and customary closing conditions, plus interest at a rate of 5% per annum accruing from the 45th day after the date of the Purchase Agreement until the consummation of the transaction (the "Transaction"). G-III has agreed to guarantee the obligations of the Purchaser under the Purchase Agreement. G-III expects to fund the purchase price with cash on hand.

The Transaction is expected to be consummated in the second or third quarter of 2022, subject to the satisfaction of customary closing conditions, including the receipt of regulatory approvals.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are "forward-looking statements" as that term is defined under the Federal Securities laws. These forward-looking statements cover, among other things, statements concerning G-III's business outlook or future economic performance, anticipated revenues, expenses or other financial items; product introductions and plans and objectives related thereto; statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters; the timing of closing of the Transaction, the expected sources of funds to be used for the consideration to be paid in the Transaction, and the nature of the closing conditions for the Transaction. Forward-looking statements are subject to risks, uncertainties and factors which include, but are not limited to, reliance on licensed product, reliance on foreign manufacturers, risks of doing business abroad, the current economic and credit environment, the nature of the apparel industry, including changing customer demand and tastes, customer concentration, seasonality, risks of operating a retail business, customer acceptance of new products, the impact of competitive products and pricing, dependence on existing management, possible disruption from acquisitions and general economic conditions, as well as the following: (1) the Transaction may not be completed, or completed within the expected timeframe; (2) costs relating to the Transaction may be greater than expected; (3) a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval in connection with the Transaction; (4) other closing conditions may not be met on a timely basis or at all which may delay or prevent the Transaction or require a waiver of such conditions; and (5) other factors identified under "Risk Factors" in Part I, Item 1A of G-III's Annual Report on Form 10-K for the fiscal year ended January 31, 2022, and updated in G-III's subsequent reports filed with the Securities and Exchange Commission ("SEC"). Forward-looking statements speak only as of the date they are made, and G-III undertakes no obligation to update them in light of new information or future events.



                                       2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibit 99.1 and Exhibit 99.2 relating to Item 7.01 shall be deemed to be furnished, and not filed.



Exhibit No. Description
99.1          Press Release dated May 2, 2022
99.2          Investor Presentation dated May 2, 2022
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).


                                       3

© Edgar Online, source Glimpses