LANDS' END, INC. 8-K

What Happened
On January 26, 2026, Lands’ End, Inc. (the Company) and WH Topco, L.P. (WHP Topco) announced a definitive Purchase Agreement to contribute Lands’ End intellectual property and related assets into a newly formed subsidiary (IPCo). Lands’ End and its subsidiary Lands’ End Direct Merchants, Inc. (LEDM) will sell a 50% controlling equity interest in IPCo to a WH Topco subsidiary for $300 million in cash. Separately, WHP (via LEWHP LLC) will commence a tender offer to buy up to approximately $100 million of Lands’ End common stock at $45.00 per share (subject to proration); if fully purchased, WHP would own up to about 7% of outstanding shares. Lands’ End’s wholly owned subsidiary will license the contributed IP back from IPCo under a long-term, royalty-bearing agreement and intends to use proceeds from the transaction to repay the Company’s outstanding term loan.

Key Details

• Purchase price: $300 million cash for a 50% controlling equity interest in IPCo.
• Tender offer: up to ~$100 million at $45.00 per share, subject to proration; WHP could own ~7% post-offer.
• License terms: minimum royalties of $50,000,000 per year (pro rata for first contract year) through contract year 11; royalties increase 1% per year for years 12–21; $55,231,106 per year thereafter. License is exclusive for the Company’s primary existing products and non‑exclusive for certain other products/fields.
• Cash distributions: IPCo will distribute excess cash above $5.0M quarterly (or $7.5M if trailing 12‑month revenue > $150M) to owners pro rata, which will include royalties collected from Lands’ End and other licensees.

Why It Matters
This transaction monetizes Lands’ End’s brand/IP to raise immediate cash ($300M) that the company plans to use to reduce debt, while handing WHP a 50% controlling stake in the new IP vehicle. For investors, the deal changes Lands’ End from IP owner to licensed operator with a substantial minimum royalty commitment (starting at $50M/year), which will be an ongoing operating cost and could affect margins and free cash flow. The WHP tender offer could modestly reduce outstanding shares and give WHP a meaningful minority stake (~7%). The transaction also depends on closing conditions and potential regulatory or shareholder approvals, so timing and final economic effects are subject to those outcomes.