Lands' End, Inc. and its subsidiary, Lands' End Direct Merchants, Inc. (Sellers), consummated a joint venture with WHP Global, forming LE Topco, LLC. Sellers contributed all intellectual property and related assets of the Lands' End brand to LE Topco, LLC. WHP Global acquired a 50% controlling ownership stake in LE Topco, LLC for an aggregate purchase price of $300 million in cash. Lands' End used the majority of the $300 million proceeds to fully repay its $234 million term loan, significantly reducing interest expense and strengthening its balance sheet. WHP Global completed a tender offer to purchase 2,222,222 shares of Lands' End common stock at $45.00 per share, representing approximately 7.2% of outstanding shares. The joint venture aims to accelerate Lands' End brand expansion into new categories, channels, and international markets, generating new high-margin royalty streams. Lands' End maintains full operational control of its core direct-to-consumer (DTC) and business-to-business (B2B) operations. Lands' End stockholders have an additional upside opportunity through a potential exchange of the company's JV stake for equity in WHP Global, contingent on qualifying WHP Global monetization events (e.g., public listing, majority sale) at specific valuation multiples. LE Topco, LLC is governed by a board of four managers, with two appointed by WHP and two by Lands' End. WHP managers collectively hold an extra vote, granting WHP control, subject to future ownership percentage changes. LE Topco, LLC granted Lands' End Direct Merchants, Inc. a royalty-bearing license for the contributed intellectual property, with a guaranteed minimum royalty (GMR) of $50,000,000 per year through contract year 11, increasing annually thereafter. Excess cash above $5.0 million (or $7.5 million if LTM revenue exceeds $150.0 million) at LE Topco, LLC is to be distributed quarterly to WHP and Lands' End based on ownership split. Voting agreements were entered into with WHP and certain Lands' End stockholders (including Edward S. Lampert and related funds) to vote in favor of WHP Topco monetization events.