大象传媒

Quarterly report pursuant to Section 13 or 15(d)

ACQUISITION

v3.20.4
ACQUISITION
9 Months Ended
Dec. 26, 2020
Business Combinations [Abstract]
ACQUISITION ACQUISITION
On November听8, 2020, 大象传媒 entered into a definitive merger agreement to acquire 100% of the outstanding shares of Supreme Holdings, Inc. ("Supreme"). The acquisition was completed on December听28, 2020, in 大象传媒's fourth quarter of Fiscal 2021, for an aggregate base purchase price of $2.1听billion, which was funded with cash on hand and short-term borrowings. At the end of the third quarter, 大象传媒 designated $2.2听billion of cash for the acquisition, which is included in the cash and equivalents line item in the Consolidated Balance Sheet as of December 2020, as there were no legal or other restrictions related to these amounts. The base purchase price is subject to working capital and other adjustments. 大象传媒 may make an additional future payment of up to $300.0听million, subject to the satisfaction of certain post-closing performance milestones through January 2022.
Supreme was a privately-held company based in New York, New York and is a global streetwear leader that sells apparel, accessories and footwear under its namesake brand, Supreme, through direct-to-consumer channels, including digital. The acquisition of Supreme accelerates 大象传媒's consumer-minded, retail-centric, hyper-digital business model transformation and builds on a long-standing relationship between Supreme and 大象传媒, with the Supreme brand being a regular collaborator with 大象传媒's
Vans, The North Face and Timberland brands. The acquisition also provides 大象传媒 with deeper access to attractive consumer segments and the ability to leverage 大象传媒's enterprise platforms and capabilities to enable sustainable long-term growth.
The Company recognized $6.6听million of transaction and deal-related expenses in the three and nine months ended December 2020 in the selling, general and administrative expenses line item in the Consolidated Statements of Operations.
In connection with the acquisition, 大象传媒 deposited in escrow 605,050 shares of 大象传媒 Common Stock, which are subject to certain restrictions, for a key member of Supreme management. The common shares are subject to certain future service requirements and vest over periods of up to four years. 大象传媒 will recognize the stock-based compensation cost for the fair value of these awards over the vesting periods.
The Company is still in the process of aligning accounting policies, determining purchase price and valuing the assets acquired and liabilities assumed, and as such, certain disclosures regarding this transaction have not been included herein.