LANDS' END, INC. 8-K

What Happened
Lands' End, Inc. (filed Jan 26, 2026) announced a Membership Interest Purchase Agreement (MIPA) with WHP affiliates under which Lands’ End will contribute its “Lands’ End” intellectual property and related licensing assets into a new subsidiary (IPCo) and sell 50% of IPCo to WHP for $300 million in cash. The company intends to use the proceeds in part to repay its outstanding term loan. Concurrently, WHP will commence a tender offer to buy up to 2,222,222 shares of Lands’ End common stock at $45.00 per share (up to ≈$100 million), which if completed would leave WHP owning up to about 7% of Lands’ End shares. The transaction is subject to customary closing conditions, including antitrust clearances (HSR) and other regulatory approvals; an outside date of October 26, 2026 applies.

Key Details

• Cash purchase: WHP will pay $300,000,000 for 50% of IPCo (the new entity holding Lands’ End IP).
• Tender offer: Up to 2,222,222 shares at $45.00/share (≈$100M); pro-ration if oversubscribed; expected to close substantially concurrently with the IPCo sale.
• License back: At closing Lands’ End Direct Merchants, Inc. (LEDM) will receive a license from IPCo to design, manufacture and sell core product categories in specified territories (U.S., Canada, U.K., Germany, Austria, France); license is royalty-bearing with a guaranteed minimum royalty (GMR) of $50,000,000 per year (pro rata first year), rising 1% annually in years 12–21 and larger amounts thereafter.
• Governance & monetization rights: IPCo will have equal ownership (50/50) but WHP-appointed managers initially have an extra vote to control board decisions; Sellers have rights to exchange their IPCo units for WHP Topco units on certain WHP monetization events tied to EBITDA multiples (minimum multiple initially 13x).
• Financing & timing: WHP Borrower has committed debt financing from Morgan Stanley Senior Funding, Inc.; closing not conditioned on availability of that financing. Closing is conditioned on regulatory approvals and other customary conditions.

Why It Matters
For shareholders, the deal monetizes Lands’ End’s brand/IP for $300M cash and provides immediate liquidity potential via the separate $100M tender offer. The transaction separates ownership of the Lands’ End intellectual property into a joint venture (IPCo) while Lands’ End retains a long-term, royalty-bearing license to operate the business in core channels and territories. That license includes a substantial guaranteed minimum royalty, which affects future cash flow expectations for the IP owner and the operating company. The structure also gives WHP initial board control over IPCo decisions and creates future upside (or dilution) tied to WHP Topco monetization events subject to specified EBITDA multiples. The deal remains subject to regulatory approvals, customary closing conditions, and an outside date of October 26, 2026; investors should note these contingencies and the related risks disclosed in the filing.