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Subsequent Events | 3 Months Ended
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Apr. 29, 2023
Subsequent Events [Abstract] |
Subsequent Events | Note 14. Subsequent Events Asset Sale On April 21, 2023 the Company entered into the Asset Purchase Agreement (defined below), pursuant to which Vince, LLC (or "Seller") agreed to sell and transfer to ABG-Vince LLC (f/k/a ABG-Viking, LLC) ("Buyer"), an indirect subsidiary of Authentic, all intellectual property assets related to the business operated under the VINCE brand of Seller to Buyer in exchange for Buyer paying to Seller aggregate consideration consisting of (i) Buyer making a cash payment equal to $76,500 and (ii) Buyer issuing units of Buyer to Seller representing a 25% ownership stake in Buyer (the "Seller Units") (the "Asset Sale"). The Asset Sale was consummated in accordance with the terms of the Asset Purchase Agreement on May 25, 2023 (the "Closing Date"). Pursuant to the terms of the Asset Purchase Agreement, Buyer paid gross proceeds of $76,500 in cash and issued to Seller the Seller Units. In connection with the Asset Sale, the Company anticipates incurring total transaction related expenses of approximately $6,000, of which $2,741 was incurred during the three months ended April 29, 2023. The Company utilized the net proceeds received to prepay in full the Term Loan Credit Facility (as discussed in further detail below) and to repay a portion of the outstanding borrowings under the 2018 Revolving Credit Facility. Operating Agreement On May 25, 2023, in connection with the closing (the "Closing") of the Asset Sale pursuant to the Intellectual Property Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of April 21, 2023, by and among Seller, Buyer, the Company and ABG Intermediate Holdings 2 LLC, Seller and Buyer entered into an Amended and Restated Limited Liability Company Agreement of ABG-Vince, LLC (the "Operating Agreement"), which evidences the ownership by Seller of the Seller Units and, among other things, provides for the management of the business and the affairs of the Buyer, the allocation of profits and losses, the distribution of cash of the Buyer among its members and the rights, obligations and interests of the members to each other and to the Buyer. License Agreement On May 25, 2023, in connection with the Closing, Seller and Buyer entered into a License Agreement (the "License Agreement"), which provides Vince, LLC with a license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). The initial term of the License Agreement begins on May 25, 2023, the date on which the Closing actually occurred, and ends at the end of the Company's 2032 fiscal year, unless sooner terminated pursuant to the terms of the License Agreement. Vince, LLC has the option to renew the License Agreement on the terms set forth in the License Agreement for eight consecutive periods of ten years each, unless the License Agreement is sooner terminated pursuant to its terms or Vince, LLC is in material breach of the License Agreement and such breach has not been cured within the specified cure period. Vince, LLC may elect not to renew the term for a renewal term. Vince, LLC will pay Buyer a royalty on net sales of Licensed Products and committed to an annual guaranteed minimum royalty of $11,000 and annual minimum net sales as specified in the License Agreement, in each case, during the initial term of the License Agreement, except that the guaranteed minimum royalty and minimum net sales for the first contract year during the initial term will be prorated to the period beginning on the Closing Date and ending at the end of the Company's 2023 fiscal year. The annual guaranteed minimum royalty and annual minimum net sales for each subsequent renewal term will be the greater of (i) a percentage as set forth in the License Agreement of the guaranteed minimum net royalty or the minimum net sales (as applicable) of the immediately preceding contract year, and (ii) the average of actual Royalties (as defined in the License Agreement, with respect to the guaranteed minimum royalty) or actual Net Sales (as defined in the License Agreement, with respect to the annual minimum net sales) during certain years as set forth in the License Agreement of the preceding initial term or renewal term (as applicable). Vince, LLC will pay royalties comprised of a low single digit percentage of net sales arising from retail and e-commerce sales of Licensed Products and a mid single digit percentage of net sales arising from wholesale sales of such Licensed Products. Prepayment of Term Loan Credit Facility On May 25, 2023, utilizing proceeds from the Asset Sale, the Company repaid all outstanding amounts of $28,724, including accrued interest and a prepayment penalty of $553, under the Term Loan Credit Facility. The Term Loan Credit Facility was terminated. In addition, the Company repaid $850 of fees due in accordance with the TL First Amendment (see Note 4 "Long-Term Debt and Financing Arrangements" for further information).

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI https://asc.fasb.org/topic&trid=2122774 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662 + Details
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