v3.26.1
Subsequent Events
6 Months Ended
Aug. 01, 2026
Subsequent Events [Abstract]  
Subsequent Events

Note 14. Subsequent Events

OVO Transactions

On August 24, 2026, OWL Opco, LLC ("Equity Buyer"), an indirect wholly owned subsidiary of the Company, entered into an Asset and Equity Purchase Agreement (the "Purchase Agreement") with Aubrey Drake Graham (“Drake”); ABG-OVO, LLC ("ABG OVO" or “IP Buyer”), an indirect subsidiary of Authentic Brands Group LLC ("Authentic"); Authentic; October's Very Own IP Holdings (the "IP Seller"); October's Very Own ULC (the "Equity Seller," and together with the IP Seller, the "Sellers"); and October's Very Own Merchandising Inc., October's Very Own Merchandising US Inc. and October's Very Own Merchandising Ltd. (collectively, the "OVO Companies").

The Purchase Agreement provides for the following series of transactions; (i) ABG OVO will acquire the intellectual property assets of the IP Seller (the "Asset Purchase Transaction") (ii) the Equity Seller will subscribe for certain shares of the Canadian OVO company (the "Subscription Transaction") (iii) the Sellers will repay the OVO Debt (as defined in the Purchase Agreement) in full and cause the termination and discharge in full of all related liens (the "Repayment of Debt"), and (iv) the Equity Buyer will purchase from the Equity Seller all of the issued and outstanding equity of the OVO Companies, free of the OVO Debt (the "Equity Purchase Transaction").

Also on August 24, 2026, the Equity Buyer entered into (i) a ten-year license agreement with ABG OVO ("License Agreement"), and (ii) an assignment agreement with the Equity Seller and ABG Intermediate Holdings 2, LLC (the “Managing Member”) to acquire Class A Units representing a 5% interest in ABG OVO for $6,000 ("Units Assignment Agreement"). Each of the Purchase Agreement, License Agreement, and Units Assignment Agreement is referred to as an "OVO Transaction". In addition, on August 24, 2026, V Opco, LLC entered into the Third Amendment to Credit Agreement (the “Third Amendment”) to the 2023 Revolving Credit Facility. The Third Amendment makes certain modifications to, among other things, (i) permit the consummation of the transactions contemplated by the Purchase Agreement, (ii) designate BN Opco, LLC and its subsidiaries (including the OVO Companies) as unrestricted subsidiaries under the credit facility, and (iii) make certain related modifications to provisions governing unrestricted subsidiaries and related covenants. There were no changes to the financial covenants described in Note 4 "Long-term Debt and Financing Arrangements".

The Company is currently evaluating the accounting treatment for each of these transactions. During the second quarter of fiscal 2026, the company incurred $2,879 of costs associated with these transactions, which have been expensed and are included in general and administrative expense in the accompanying condensed consolidated statement of operations and comprehensive income.