The transaction was structured in three linked steps. First, MJ Topco, LLC ("IPCo"), a newly formed 50/50 joint venture between a G-III subsidiary and an affiliate of WHP Global, acquired all outstanding units of Marc Jacobs Holdings, LLC through a wholly owned indirect subsidiary, Majestic AcqCo, LLC ("Purchaser"), pursuant to a Unit Purchase Agreement dated May 14, 2026. Second, immediately following that closing and a related pre-closing restructuring, G-III Leather Fashions, Inc., a G-III subsidiary, purchased the Marc Jacobs operating business (excluding the Marc Jacobs intellectual property, certain employment agreements, and certain retained assets and liabilities in China and Japan) from IPCo pursuant to an Equity Purchase and Distribution Agreement, also dated May 14, 2026. Third, IPCo retained the Marc Jacobs intellectual property and licensed it exclusively to G-III subsidiaries (G-III Leather Fashions, Inc. and G-III Apparel Canada, ULC) under a long-term License Agreement covering the United States, Canada, Mexico and Western Europe, with an initial term running from closing through December 2041 and automatic 5-year renewals. WHP Global leads the IPCo joint venture, including global brand licensing outside the licensed territories, while G-III owns and leads the Marc Jacobs operating business (wholesale, retail and e-commerce) and provides support services to the JV. G-III Investments, Inc. and WHP's MJWHP, LLC each hold 50% of IPCo's membership units under an Amended and Restated Operating Agreement, with a five-manager board split two G-III appointees and three WHP appointees, subject to change based on relative ownership. Marc Jacobs, the brand's founder, continues as Founder and Creative Director.
G-III disclosed that it funded its approximately $500 million investment in the transaction using cash on hand and borrowings under its revolving credit facility. No aggregate purchase price for the overall Marc Jacobs transaction (i.e., LVMH's total proceeds, or WHP Global's share of the investment) was disclosed in the filings reviewed, nor was any EV/EBITDA or other valuation multiple. Morgan Stanley Senior Funding, Inc. provided committed debt financing to support the acquisition, though the amount and terms of that financing were not disclosed. G-III stated the transaction is expected to be dilutive to earnings during the first 12 months after closing, with accretion expected thereafter; this guidance was reiterated in G-III's September 2, 2026 second-quarter fiscal 2027 earnings release, which separately noted the company's outlook for fiscal 2027 excludes any impact from the Marc Jacobs acquisition pending more specific guidance at third-quarter results. No dollar synergy targets, phase-in timeline, or pro forma combined financial statements were disclosed. G-III did disclose a long-term ambition for the Marc Jacobs business, stating it "targets $1 billion in long-term annual revenue."
UBS served as financial advisor to G-III, and Paul, Weiss, Rifkind, Wharton & Garrison served as legal advisor to G-III. Morgan Stanley & Co. LLC served as financial advisor to WHP Global, and Gibson Dunn served as legal advisor to WHP Global. Barack Ferrazzano served as legal advisor to LVMH, the seller. This corrects the prior thin summary, which had stated that both Morgan Stanley and UBS were lead financial advisors to G-III; the filings show Morgan Stanley advised WHP Global, G-III's joint-venture partner, not G-III itself.
The Unit Purchase Agreement closing was subject to customary conditions, including accuracy of representations and warranties, absence of legal prohibitions, and receipt of required antitrust approvals; IPCo also obtained a buy-side representation and warranty insurance policy. The agreement allowed termination by mutual consent, by either party if closing had not occurred within six months of signing (extendable by 60 days in certain circumstances to obtain antitrust approvals), by either party for the other's uncured material breach, or if a final legal prohibition prevented consummation; no reverse termination fee applied. The agreement was governed by New York law with confidential JAMS arbitration and specific performance available to compel closing. The deal closed within this timeframe, on September 1, 2026, roughly three and a half months after signing, well within the six-month outside date and in line with G-III's original expectation of closing in its fiscal third quarter of 2027.