As filed with the Securities and Exchange Commission on July 6, 2021

Registration No. 333-      ​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Authentic Brands Group Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 2300
(Primary Standard Industrial
Classification Code Number) 81-1294809
(I.R.S. Employer
Identification No.)

1411 Broadway, 21st Floor
New York, NY 10018
Telephone: (212) 760-2410

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jay L. Dubiner, Esq.
General Counsel
1411 Broadway, 21st Floor
New York, NY 10018
Telephone: (212) 760-2410

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Howard A. Sobel, Esq.
Gregory P. Rodgers, Esq.
Paul F. Kukish, Esq.
Ryan K. deFord, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Telephone: (212) 906-1200
Fax: (212) 751-4864 Daniel J. Bursky, Esq.
Mark Hayek, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Telephone: (212) 859-8000
Fax: (212) 859-4000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
​	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Class A common Stock, $0.001 par value per share	$100,000,000	$10,910

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Includes the offering price of shares of Class A common stock that may be sold if the option to purchase additional shares of Class A common stock granted by the Registrant to the underwriters is exercised.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion,
dated July 6, 2021

P R O S P E C T U S

       Shares

AUTHENTIC BRANDS GROUP INC.

Class A Common Stock

This is Authentic Brands Group Inc.’s initial public offering. We are selling       shares of Class A common stock.

Prior to this offering, there has been no public market for our Class A common stock. We anticipate that the initial public offering price will be between $      and $      per share of our Class A common stock. We intend to have our Class A common stock listed on the New York Stock Exchange (the “NYSE”) under the symbol “AUTH.”

Following this offering, we will have three classes of common stock outstanding: Class A common stock, Class B common stock and Class C common stock. Each share of Class A common stock will entitle its holder to one vote, and each share of Class C common stock will entitle its holder to one vote on all matters presented to our stockholders generally. Each share of Class B common stock is convertible into shares of Class A common stock and will entitle its holder to a number of votes, on all matters presented to our stockholders generally, equal to the number of shares of Class A common stock into which such share of Class B common stock could be converted on the record date for such vote. The Voting Group (as defined below), which includes certain affiliates of BlackRock LTPC, LGP, General Atlantic and our Founder (each as defined below) and certain of our executive officers, will collectively hold Class A common stock, Class B common stock and Class C common stock representing in the aggregate a super-majority of the combined voting power of our issued and outstanding common stock after this offering. As a result, the Voting Group will be able to control any action requiring the general approval of our stockholders, including the election of our board of directors, the adoption of amendments to our certificate of incorporation and by-laws and the approval of any merger or sale of substantially all of our assets.

We will use the net proceeds that we receive from this offering to purchase newly-issued common membership interests of Authentic Brands Group LLC, which we refer to as the “LLC Common Interests.” There is no public market for the LLC Common Interests. The purchase price for the newly-issued LLC Common Interests will be equal to the public offering price of our Class A common stock, less the underwriting discounts and commissions referred to below. We intend to cause Authentic Brands Group LLC to use the net proceeds it receives from us as described in “Use of Proceeds.”

We will be the sole managing member of Authentic Brands Group LLC and will operate and control all of the business and affairs of Authentic Brands Group LLC and, through Authentic Brands Group LLC and its subsidiaries, conduct our business.

In connection with this offering, we will enter into the Tax Receivable Agreement (as defined below), which will require Authentic Brands Group Inc. to make cash payments to the TRA Participants (as defined below) in respect of certain tax benefits to which Authentic Brands Group Inc. may become entitled, and we expect that the payments Authentic Brands Group Inc. will be required to make will be significant. See “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.”

Following this offering, we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE. See “The Transactions” and “Management—Corporate Governance.”

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and will be subject to reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Investing in our Class A common stock involves risks. See “Risk Factors” beginning on page 42.

​	Per Share		Total
Initial public offering price	​	$	​	$
Underwriting discounts and commissions(1)	​	$	​	$
Proceeds, before expenses, to us	​	$	​	$

(1)

We have also agreed to reimburse the underwriters for certain FINRA-related expenses in connection with this offering. See “Underwriting” for additional information regarding underwriting compensation.

At our request, the underwriters have reserved for sale, at the initial public offering price, up to   % of the shares of our Class A common stock offered by this prospectus for sale to some of our directors, officers and certain employees and other parties with a connection to the Company through a reserved share program. We will offer these shares to the extent permitted under applicable regulations. The number of shares available for sale to the general public in this offering will be reduced to the extent these persons purchase such reserved shares. Any reserved shares not purchased will be offered by the underwriters to the general public on the same terms as the other shares. See “Underwriting — Reserved Shares.”

We have granted the underwriters an option to purchase up to an additional       shares of Class A common stock from us at the initial public offering price, less the underwriting discounts and commissions, for a period of 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Delivery of the shares will be made on or about       , 2021.

BofA Securities J.P. Morgan Goldman Sachs & Co. LLC

Jefferies UBS Investment Bank

Wells Fargo Securities Cowen Guggenheim Securities KeyBanc Capital Markets

Co-Managers

Canaccord Genuity Telsey Advisory Group

The date of this prospectus is       , 2021.

TABLE OF CONTENTS

​	Page
Prospectus Summary	​	1
Risk Factors	​	42
Cautionary Note Regarding Forward-Looking Statements	​	71
The Transactions	​	73
Use of Proceeds	​	86
Capitalization	​	87
Dividend Policy	​	89
Dilution	​	90
Selected Historical Consolidated Financial and Other Data	​	93
Unaudited Pro Forma Consolidated Financial Information	​	98
Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	109
Business	​	137
Management	​	155
Executive Compensation	​	161
Certain Relationships and Related Party Transactions	​	180
Principal Stockholders	​	191
Description of Capital Stock	​	195
Description of Indebtedness	​	202
Shares Eligible For Future Sale	​	205
Material U.S. Federal Income Tax Considerations For Non-U.S. Holders of Class A Common Stock	​	208
Underwriting	​	212
Legal Matters	​	220
Experts	​	220
Where You Can Find More Information	​	220
Index to Consolidated Financial Statements	​	F-1

You should rely only on the information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We and the underwriters have not authorized anyone to provide you with different information. We are offering to sell, and seeking offers to buy, shares of our Class A common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Class A common stock.

For investors outside the United States: We have not, and the underwriters have not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class A common stock and the distribution of this prospectus outside the United States. See “Underwriting.”

i

BASIS OF PRESENTATION

Organizational Structure

In connection with the consummation of this offering, we will undertake certain organizational transactions to reorganize our corporate structure. Unless otherwise stated or the context otherwise requires, all information in this prospectus reflects the consummation of the organizational transactions and this offering, which we refer to collectively as the “Transactions.” See “The Transactions” for a description of the Transactions and a diagram depicting our organizational structure after giving effect to the Transactions, including this offering.

Certain Definitions

As used in this prospectus, unless the context otherwise requires, references to:

•

“Authentic Brands Group,” “ABG,” “we,” “us,” “our,” the “Company” and similar references refer to: (i) following the consummation of the Transactions, including this offering, Authentic Brands Group Inc., which we refer to as “ABG Inc.,” and, unless otherwise stated or the context otherwise requires, all of its subsidiaries, including Authentic Brands Group LLC, which we refer to as “ABG LLC,” and, unless otherwise stated or the context otherwise requires, all of its subsidiaries, and (ii) on or prior to the completion of the Transactions, including this offering, ABG LLC and, unless otherwise stated or the context otherwise requires, all of its subsidiaries.

•

“Blocker Companies” refers to certain of the direct or indirect owners of LLC Common Interests in ABG LLC prior to the Transactions that are taxable as corporations for U.S. federal income tax purposes.

•

“Blocker Mergers” refers to the acquisition by ABG Inc. of the Blocker Companies and the LLC Common Interests and Spyder Shares indirectly held by the Blocker Shareholders, pursuant to a series of mergers, in connection with which ABG Inc. will issue the Blocker Shareholders shares of Class A common stock.

•

“Blocker Shareholders” refers to those Original ABG LLC Equity Owners who, prior to the Transactions, held equity interests in the Blocker Companies and will exchange such interests in connection with the Blocker Mergers.

•

“Continuing ABG LLC Equity Owners” refers to those Original ABG LLC Equity Owners (including certain funds and accounts managed by affiliates of BlackRock, Inc. in its Long Term Private Capital strategy (“BlackRock LTPC”), certain affiliates of Leonard Green & Partners, L.P. (“LGP”), Lion Capital LLP (“Lion Capital”), General Atlantic LLC (“General Atlantic”), Simon Property Group, Inc. (“Simon Property Group”) and certain of our executive officers, members of management and other existing holders of LLC Common Interests, but not our Founder) that will continue to own LLC Common Interests after the Transactions and who may from time to time following the consummation of this offering, exchange their LLC Common Interests for shares of our Class A common stock as described in “Certain Relationships and Related Party Transactions — ABG LLC Agreement.” After the Transactions, the Continuing ABG LLC Equity Owners will also own the shares of our Class A common stock that they receive in connection with the Spyder Transactions.

•

“Founder” refers to Jamie Salter, our Chief Executive Officer, and, unless otherwise stated or the context otherwise requires, entities affiliated with Mr. Salter, who will exchange: (i) his or their direct and indirect ownership of LLC Common Interests for shares of our Class A common stock, (ii) his or their direct and indirect ownership of Spyder Shares for shares of our Class A common stock and (iii) his or their direct and indirect ownership of LLC Profits Interests for shares of our Class B common stock, in each case in connection with the consummation of this offering. Mr. Salter and entities affiliated with Mr. Salter will be the only holders of our Class B common stock after this offering, and all LLC Profits Interests exchanged by Mr. Salter and entities affiliated with Mr. Salter for Class B common stock will be held directly or indirectly by ABG Inc.

ii

“Founder Class B Exchange” refers to the conversion of shares of Class B common stock into shares of our Class A common stock that our Founder may cause from time to time following the consummation of this offering. In any such conversion, (1) our Founder will receive for each share of Class B common stock that converts (i) a number of shares of Class A common stock equal to (a) one (which is the number of shares of Class A common stock that a holder of an LLC Common Interest would be entitled to receive upon redemption or exchange of such LLC Common Interest), multiplied by (b) a fraction, the numerator of which shall equal the last reported closing price of our Class A common stock on the NYSE at the time of the Founder Class B Exchange minus the per unit hurdle price applicable to the LLC Profits Interests that are concurrently exchanged by ABG Inc. as described below, and the denominator of which shall equal the last reported closing price of our Class A common stock on the NYSE at the time of the Founder Class B Exchange, and (2) ABG Inc. will concurrently exchange a corresponding portion of the LLC Profits Interests it holds for a number of LLC Common Interests issued by ABG LLC that is equal to the number of shares of Class A common stock received by our Founder in the Founder Class B Exchange.

•

“LLC Common Interests” refers to all of the existing equity interests in ABG LLC (other than the LLC Profits Interests, which will remain outstanding after this offering) that will be reclassified into Class A Common Units of ABG LLC in connection with the consummation of the Transactions.

•

“LLC Interests” refers collectively to the LLC Common Interests and the LLC Profits Interests.

•

“LLC Profits Interests” refers to the Class K-2 Common Units and Class L Common Units of ABG LLC that will remain outstanding following this offering. Each LLC Profits Interest has a per unit hurdle price, which is economically similar to the exercise price of a stock option. After the consummation of this offering, ABG Inc. will hold                 LLC Profits Interests with a weighted-average per unit hurdle price of $      (all from the exchange of LLC Profits Interests by our Founder for shares of our Class B common stock), and the Management Profits Interests Holders will hold                 LLC Profits Interests with a weighted-average per unit hurdle price of $      .

•

“Management Profits Interests Exchange” refers to the exchange of vested LLC Profits Interests held by the Management Profits Interests Holders for Class A common stock, or, at the option of ABG Inc., cash equal to the market value of the applicable number of shares of Class A common stock, which the Management Profits Interests Holders may cause from time to time following the consummation of this offering. In each such exchange, the Management Profits Interests Holders will receive for each LLC Profits Interest exchanged a number of shares of Class A common stock (or cash of equivalent value) equal to (i) one (which is the number of shares of Class A common stock that a holder of an LLC Common Interest would be entitled to receive upon redemption or exchange of such LLC Common Interest), multiplied by (ii) a fraction, the numerator of which shall equal the last reported closing price of our Class A common stock on the NYSE at the time of the Management Profits Interest Exchange minus the per unit hurdle price applicable to the LLC Profits Interest being exchanged, and the denominator of which shall equal the last reported closing price of our Class A common stock on the NYSE at the time of the Management Profits Interest Exchange.

•

“Management Profits Interests Holders” refers collectively to certain of our current and former executive officers, employees and members of management, as well as other existing members of ABG LLC, in each case, who directly or indirectly hold vested and/or unvested LLC Profits Interests that will remain outstanding after this offering.

•

“Original ABG LLC Equity Owners” refers to the direct and indirect owners of ABG LLC prior to the Transactions, including the members of the Voting Group.

•

“Spyder Shares” refers to the shares of ABG Spyder, Inc.

•

“Spyder Transactions” refers to a series of transactions through which (i) the current holders of LLC Common Interests will receive all of the outstanding Spyder Shares in partial redemption

iii

of their LLC Common Interests, (ii) the Continuing ABG LLC Equity Owners and our Founder will contribute their respective Spyder Shares received in clause (i) to ABG Inc. in exchange for a corresponding number of shares of our Class A common stock, (iii) and ABG Spyder, Inc., now wholly-owned by ABG Inc. as a result of the transaction described in clause (ii) and the Blocker Mergers, will contribute all of its assets (including the membership interests of its direct subsidiaries) to ABG LLC in exchange for a number of newly-issued LLC Common Interests that corresponds to the number of LLC Common Interests redeemed in the transactions described in clause (i). In connection with the Spyder Transactions and Blocker Mergers: (1) our Founder will receive           shares of our Class A common stock, (2) the Blocker Shareholders will receive             shares of Class A common stock, (3) the Continuing ABG LLC Equity Owners will receive           shares of our Class A common stock and           shares of our Class C common stock, (4) ABG Spyder, Inc. will receive           newly-issued LLC Common Interests and (5) ABG Inc. will receive           Spyder Shares (all of the outstanding Spyder Shares).

•

“TRA Participants” refers collectively to the Continuing ABG LLC Equity Owners, the Management Profits Interest Holders and the Blocker Shareholders.

•

“Voting Group” refers collectively to (i) certain affiliates of BlackRock LTPC, LGP, General Atlantic and our Founder and (ii) certain of our executive officers, all of whom will be parties to the Stockholders Agreement as described in “Certain Relationships and Related Party Transactions — Stockholders Agreement.” The Voting Group will hold Class A common stock, Class B common stock and Class C common stock representing in the aggregate a super-majority of the combined voting power of our common stock.

ABG Inc. will be a holding company and the sole managing member of ABG LLC, and upon the consummation of this offering and the application of proceeds therefrom, ABG Inc.’s sole material asset will be LLC Interests (held directly or indirectly through subsidiaries).

Presentation of Financial and Other Information

ABG LLC is the predecessor of the issuer, ABG Inc., for financial reporting purposes. As we will have no other interest in any operations other than those of ABG LLC and its subsidiaries after the Transactions, the historical consolidated financial information included in this prospectus is that of ABG LLC and its subsidiaries. As ABG Inc. has had no business transactions or activities to date and no assets or liabilities during the periods presented in this prospectus, the historical financial statements of this entity are not included in this prospectus. ABG Inc. will, however, be the financial reporting entity following this offering.

We acquired non-controlling ownership interests in F21 Ipco, LLC and F21 Holdings LLC in February 2020 where these entities separately acquired substantially all of the assets of Forever 21, Inc. We also acquired a non-controlling ownership interest in Copper Retail JV, LLC in December 2020 where this entity acquired substantially all of the assets of J. C. Penney Company, Inc. (“JCP”). In order to comply with the technical requirements of Rule 3-05 of Regulation S-X, which provides that “acquisition of a business” includes the purchase of an interest in a business accounted for under the equity method, we have included the separate financial statements of each of Forever 21, Inc. (“F21”) and JCP, in this prospectus.

The unaudited pro forma financial information of ABG Inc. presented in this prospectus has been derived by the application of pro forma adjustments to the historical consolidated financial statements of ABG LLC and its subsidiaries included elsewhere in this prospectus. These pro forma adjustments give effect to the Transactions as described in “The Transactions,” including the completion of this offering, as well as certain other items described therein, including our 2020 acquisitions of ownership interests in F21 Ipco, LLC (the entity that acquired the intellectual property assets associated with the Forever 21 brand), F21 Holdings LLC (the entity that is our licensing partner for the Forever 21 brand) and Copper Retail JV, LLC (the company that acquired the assets of JCP) (collectively, the “2020 F21 and JCP Acquisitions”), as if all such transactions had occurred on January 1, 2020, in the case of the unaudited pro forma consolidated statement of operations data, and as of March 31, 2021, in the case of the unaudited pro forma consolidated balance sheet. The presentation of such unaudited pro forma financial information has been prepared in

iv

conformity with Article 11 of Regulation S-X and is based on currently available information and certain estimates and assumptions that management believes are reasonable under the circumstances. We account for the F21 and JCP Acquisitions under the equity method of accounting. The pro forma adjustments include adjustments to reflect the additional equity income from these investments as if the F21 and JCP Acquisitions had occurred on January 1, 2020. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the pro forma financial information included in this prospectus.

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

For ease of presentation:

•

When we refer to our “brands,” we are referring to the trademarks, copyrights, publicity rights and/or other intellectual property rights related to the brands owned by us (including through joint ventures) and the trademarks, copyrights, publicity rights and/or other intellectual property rights related to the brands which we manage on behalf of third parties (collectively, “IP”).

•

When we refer to our “partners” or “licensee partners,” we are referring to our licensees with which we have entered into license agreements, as well as third parties who sell products incorporating our brands on behalf of our licensees, such as retailers and wholesalers.

•

When we refer to “Gross Merchandise Value” or “GMV,” we are referring to management’s estimate of the retail net sales of products incorporating our brands based on certain metrics reported to us by our licensees, including their retail and wholesale sales.

•

When we refer to our “organic revenue growth rate,” we are referring to the percentage increase in licensing revenue in a given accounting period compared to the corresponding period for the prior year, with licensing revenue including only revenue from brands included in consolidated licensing revenue throughout the entirety of both periods being compared. The calculation excludes the impact of brands acquired, divested or deconsolidated.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This prospectus includes our trademarks, trade names and service marks, which are protected under applicable intellectual property laws and are our property. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ®, ™ or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Certain of these publications, studies and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

v

These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

In particular, certain information identified in this prospectus is contained in the following independent industry publications or reports by Allied Market Research, Euromonitor, Marketline Industry Profiles, Statista and Technavio:

•

Allied Market Research, Events Industry, Global Opportunity Analysis and Industry Forecast, 2021-2028, February 2021;

•

Allied Market Research, Home Décor Market, Global Opportunity Analysis and Industry Forecast, 2020-2027, May 2020;

•

Allied Market Research, Home Décor Market, Global Opportunity Analysis and Industry Forecast, 2020-2027, October 2020;

•

Euromonitor, Apparel, footwear and beauty. 2015-2025;

•

Euromonitor, Alcoholic Drinks from trade sources/national statistics. 2014-2024;

•

Marketline Industry Profiles, Global Consumer Electronics Retail, February 2021;

•

Marketline Industry Profiles, Global Jewelry & Watch Retail, January 2021;

•

Marketline Industry Profiles, Global Media, October 2020;

•

Marketline Industry Profiles, Global Software, February 2021;

•

Statista, Luggage Market Worldwide — Statistics & Facts, December 2020; and

•

Technavio, Global Dining out Market 2020-2024.

vi

NON-GAAP FINANCIAL MEASURES

Certain financial measures presented in this prospectus, such as EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are not recognized under accounting principles generally accepted in the United States, which we refer to as “GAAP.” We define these terms as follows:

•

“EBITDA” is defined as net income before income tax expense, depreciation and amortization and net interest expense.

•

“Adjusted EBITDA” is defined as net income before income tax expense, depreciation and amortization and net interest expense and after net income attributable to non-controlling interests in ABG LLC subsidiaries, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include brand acquisition costs, loss on modification and extinguishment of loans, deferred and share-based compensation expense, impairment of trademarks, non-cash equity in net income or share in losses of certain investments accounted under the equity method, certain financing costs and other items of a non-recurring nature.

•

“Adjusted EBITDA Margin” for any period is calculated by dividing Adjusted EBITDA for such period by total revenue for such period.

•

“Adjusted Net Income” is defined as Adjusted EBITDA, less depreciation and amortization, net interest expense and adjusted income tax expense, and further adjusted for the cash income tax benefit associated with the deductions arising from the amortization of IP and other intangibles for tax purposes.

We believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, and Adjusted Net Income are appropriate measures of operating performance because they are used by our management and our board of directors to assess our financial performance and by analysts, investors and other interested parties to evaluate companies in our industry.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income as presented in this prospectus are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income should not be considered as substitutes for GAAP metrics such as net income as a measure of financial performance or net cash flows from operating activities as a measure of liquidity, or any other performance measures derived in accordance with GAAP. Additionally, our presentation of these measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. In the future, we may incur expenses or charges such as those for which we adjust in the calculation of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income. Additionally, these measures are not intended to be measures of free cash flow for management’s discretionary use, as they do not reflect tax payments, debt service requirements and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs. Management compensates for these limitations by relying on our GAAP results in addition to using EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income. Our measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation. For a discussion of the use of these measures and for reconciliations from the most directly comparable GAAP measures, see “Prospectus Summary — Summary Historical and Pro Forma Consolidated Financial and Other Data” and “Selected Historical Consolidated Financial and Other Data.”

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LETTER FROM OUR CEO

We Are Brand Owners. Curators. Guardians.

We are Authentic Brands Group. Brands are at the heart of our name because brands matter and always will matter. I am a passionate believer in the power of brands and founded ABG in 2010 with the vision of a new model with brands at the epicenter.

We bring a fundamentally different approach to the brand business. ABG deconstructs and reconstructs the traditional model, owning only the brands, creating a decentralized network of best-in-class partners to execute the rest of the value chain.

We are brand owners, curators and guardians. We don’t manage stores, inventory, or supply chains. We don’t manufacture anything. We are a licensing business and are purely focused on brand identity and marketing.

This unique approach allows us to:

…unleash brand performance through reimagined storytelling and staying ahead of the distribution curve.

…create a sustainable, strong royalty model with recurring, asset-light growth.

…drive a flywheel of successful revenue and brand growth that fuels free cash flow to invest in additional brands.

…focus most of our time, efforts and resources on building incredible brands.

ABG Today.

Our story began eleven years ago and from nearly day one I have been working with my partners Nick, Kevin, and our broader ABG family to build the brand company of the future. Family is very important to me. We consider ABG to be a family who believe in a shared vision.

In keeping with this principle, I brought my sons into ABG at the ground floor. Corey started the company with me and my three other sons joined us along the way. There’s no better feeling as a parent for me than having built ABG with my four boys and having them by my side.

Our vision and “family” culture has attracted some of the most dynamic young talent in the workforce today. These young innovators keep our perspectives fresh, vibrant and cutting-edge, and they are responsible for some of our most imaginative ideas about where to go next.

We started as a small company with big ambition. That same small company hustle still exists today, even though we have grown. The spirit is entrepreneurial from end-to-end and the culture at ABG is electric.

Today, the ABG licensing platform has completed over 30 brand acquisitions and generates approximately $10 billion in GMV through our network of over 700 partners globally. We have grown revenues at over a 30 percent CAGR since 2016 through organic growth and acquisitions.

Our financial model is asset-light, generates strong margins and is highly capital efficient. We generate over 70% Adjusted EBITDA margins, with diversity across brands, licensees, channels and geographies.

ABG’s digital-first, 360-degree approach to marketing is at the core of our strategy and success. We have pioneered leading digital marketing capabilities, which has served as the basis for our brand development.

We engage with a massive number of consumers digitally — over 250 million followers and four billion annual impressions on social channels alone. Our expansive digital reach enables remarkably

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powerful data capabilities and allows us to do things that I wouldn’t have previously thought possible, like building our own multi-brand digital marketplace and subscription platforms.

The relevance of our brands extends everywhere and anywhere — eCommerce, digital content, through world-class experiences and a vast network of distribution points across 136 countries. You can’t swipe Instagram or drive down the street without experiencing ABG.

The opportunity set for our brands spans the global consumer economy — fashion, footwear, media, film, music, events, outdoor, luxury, beauty, home…from Marilyn Monroe NFTs to Sports Illustrated digital events, the scope and scale of our opportunity is truly open-ended.

Consumer Brands Have Evolved.

Before ABG, I worked all over the brand business — founding, managing, operating, wholesaling and retailing brands. I enjoyed a long career on that side of the industry, met a lot of smart people and learned a great deal about how successful brands win.

I came to realize that most brands were structured for a different era — before the speed of digital and the complexity of global; antiquated, and ultimately difficult to retool as the market and the consumer evolves.

Being best-in-class in every competency at every step of the value chain is an impossible task for most teams, but that’s what defines success in the traditional model. Insource all activities, capital needs, and risk. A vast number of great brands are structured like this.

In 2010, I met with my now partners at Leonard Green and told them that a business they knew intimately well, the brand industry, was broken. Over-retailed, burdened by legacy cost and inefficiency, and not equipped to win in the ongoing digital transformation.

I pitched the idea of a new breed of brand licensing company. Within the hour, they “got it”. We founded and capitalized ABG, and set out to execute on our vision.

Seeing Brands Through Our Lens.

With each deal, because of the way our model works, we essentially get to ask ourselves the question — “If I could rebuild this brand exactly how I want it, what would that look like?” And then we work to make the vision a reality.

Our first entertainment brand was the iconic Marilyn Monroe name. What we saw in Marilyn in many ways embodies how we look at things as a company. We saw a great brand in need of a partner with the capabilities needed to honor and achieve the full potential of the legacy.

Juicy was a landmark acquisition for us as it was our first truly international brand. Most people look at Juicy and recall the luxury tracksuit, whereas we look at Juicy and see the original athleisure brand that has vast untapped consumer mindshare and potential for global growth.

A lot of sports players have big endorsements, but few players are brands. Shaq is absolutely a brand. When we partnered with Shaquille O’Neal, we worked with Shaq to define his brand values and created a long-term vision for his brand.

Sports Illustrated showcases our team’s ability to think differently. Most people look at SI and think about the iconic magazine. What they don’t see is the brand’s huge potential to grow horizontally: digital, sports gaming, event ticketing, and world-class immersive events.

We’re Just Getting Started.

We have an incredible team in place at ABG and while we are energized by our success to date, we are just standing at the start line.

We will continue to execute our ABG organic growth playbook while evaluating new deals with creativity and discipline. We are in early innings on the next phases of our digital 2.0 strategy and our global growth agenda.

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The brand universe is vast, and we have a model that works with brands across a wide range of categories. With our versatile model, the way we look at the world there is $13 trillion of branded commerce in our sights.

I am honored to invite you to join ABG at this exciting moment in our journey. I look forward to connecting with you and hope that you will join us as a shareholder.

With gratitude,

Jamie Salter

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our Class A common stock. You should read the entire prospectus carefully, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Some of the statements in this prospectus are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Authentic Brands Group

Our Mission

The mission of Authentic Brands Group is to evolve, transform and reimagine global brands through innovative business models, powerful storytelling, compelling content, immersive experiences and strategic distribution. Our strategy is to integrate great brands into our proprietary licensing platform that is built for digital and optimized for seamless global commerce. We strive to build long-term value by investing in our platform and marketing strategies to set our brands apart and create relevance among consumers, driving conversion to commerce.

We are Brand Owners. Curators. Guardians.

ABG is a world class brand development, marketing and entertainment company. Our Company was founded in 2010 by CEO Jamie Salter with an innovative vision to expand the brand licensing paradigm. Our platform combines the operational and financial benefits of a traditional brand licensor with the brand development, marketing and long-term value approach employed by the world’s most successful brands. We own the intellectual property of our brands and receive licensing revenues from a diverse global network of licensees across a range of categories and territories. Our platform integrates brand strategy, innovative marketing, rich content and centralized data analytics capabilities for our portfolio of over 30 iconic global brands which generated approximately $10 billion in annual Gross Merchandise Value (“GMV”) worldwide for the year ended December 31, 2020.

Asset-Light Model that Generates Strong Financial Metrics

Our asset-light model has generated strong operating margins and is highly capital efficient. We earn long-term and recurring royalties from our licensees and generate over 70% Adjusted EBITDA margins. Through our model, we retain brand ownership and approval rights over marketing strategies, product development, and use of data. Our licensee partners bear the capital, manufacturing, inventory,

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markdowns and distribution responsibilities, and work in partnership with our team to execute the strategy and shared vision of building long-term value in the marketplace.

We generate revenues from multiple royalty streams, including guaranteed minimum royalties (“GMRs”), additional royalty revenue on top of GMRs (“overages”) and royalties from the use of our Entertainment brands’ name, image, likeness (“NIL”) and other intellectual property. We earn revenue from licensees based on a percentage of wholesale or retail product sales, and a significant portion of our revenue is comprised of GMRs. Our contracts are generally three to ten years in length and generally include multiple long-term renewal options. In 2020, 83% of our revenue was attributable to GMR payments. As of March 31, 2021, future contracted minimums totaled more than $2.6 billion, of which more than $400 million is payable to us in each of 2021 and 2022, representing significant contractual recurring revenue streams from licensees.

Portfolio of Iconic Global Brands

Our portfolio is comprised of iconic brands with significant history and global recognition. Our brands operate with exposure to broad and growing consumer product categories and distribution channels, in addition to live events, hospitality and immersive experiences. We have a long history of reimagining and unlocking our brands to broaden their Total Addressable Market (“TAM”), drive sustainable organic growth and support enduring brand equity. We organize our portfolio into two pillars, as follows:

Global and Diverse Distribution Network

We leverage the strong consumer recognition and attractive positioning of our brands through a global network of 1,000 licenses across approximately 800 licensees, including manufacturers, distributors, wholesalers, retailers and e-Commerce partners, to help drive organic growth in our business. In 2020, 79% of our licensing revenue came from North America, while 21% came from the rest of the world.

We are experts at building brands across numerous consumer product categories including ready to wear apparel, sportswear, footwear, accessories, beauty & fragrance, outdoor, home and luxury. Lifestyle brands represented 82% of our revenue in 2020 and 85% of our revenue for the three months ended March 31, 2021. Our brands are sold globally through a mixture of retail and e-Commerce accounts, direct-to-consumer channels, marketplaces and approximately 6,000 branded stores and shop-in-shops, owned and operated by our licensees. E-Commerce sales through our licensees continue to be an area of strong growth for us and represented 18% of GMV in 2020.

Our Entertainment brands offer culturally significant storytelling through long-form and short-form content, live events, hospitality and immersive experiences. Entertainment represented approximately

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18% of our revenue in 2020 and 15% of our revenue for the three months ended March 31, 2021. We collect royalties from our Entertainment brand licensees for commercial use of certain NILs and related music, video, film, photo, and other media assets. We enter into partnerships only with licensees that can support our brands’ positioning and share our vision of building long-term brand value.

Brand Development Flywheel

Our digital-first brand development flywheel leverages our platform to connect directly with the consumers of our brands. Since our founding, we have been pioneers in digital marketing, which has served as the basis for brand development. This approach allows us to access a broad array of consumer insights, which in turn has allowed us to optimize our marketing strategies while greatly enhancing our perspective when considering new brand acquisitions. This flywheel effect is fueled and reinforced by our brand marketing, which allows us to drive conversion to commerce across all of our brands, which then drives strong growth across our portfolio of brands through new and existing channels.

We have enhanced the traditional brand licensor model by deploying an integrated approach to strategic brand management, omni-channel distribution, marketing, content creation and social media. We have made several investments that enhance our marketing funnel by delivering branded content through digital media and social channels. Through our 360º marketing approach, we deploy innovative marketing strategies that span digital and non-digital media platforms in order to maximize our brands’ global consumer recognition and engagement, thereby enhancing their exposure to our global distribution network. This approach has driven demand creation and conversion to commerce, supporting our licensee partners by distributing consistent storytelling across platforms and generating excitement around our brands.

Our digital-first flywheel is enabled by our broad reach and strong engagement. Our social media content engine spans a wide range of channels and platforms, and includes over 230 accounts with over nine billion annual impressions and approximately 269 million followers as of March 31, 2021. We believe the capabilities of our brand development flywheel will continue to strengthen as the number of brands under our ownership increases, activated by the network effects achieved through the scale of our integrated platform.

Our platform benefits from the powerful drivers of the digital-first brand development flywheel:

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Marketing: Our innovative, digital-first approach to marketing leverages data and customer insights from our robust digital and social media engine, driving strong revenue growth.

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•

Revenue: Conversion to commerce and revenue growth across licensee partners allows us to reinvest in product marketing, leading to higher brand recognition.

•

Brand Growth: Scaling our brands creates network effects across new and existing distribution channels, providing customer insights that further enhance our marketing strategy.

Our Strong Financial Track Record

Since our founding in 2010, we have grown our business both organically and through over 30 acquisitions, including 19 over the past five years. Between 2015 and the first quarter of 2021, we achieved an organic growth median of 7.6%, driven by the strong performance of our existing brand portfolio. We grew Revenue, Net Income Attributable to ABG LLC and Adjusted EBITDA to $489 million, $211 million and $373 million, respectively, in 2020 and to $160 million, $278 million and $120 million, respectively, for the three months ended March 31, 2021. As of March 31, 2021, on a pro forma basis, after giving effect to the application of the net proceeds from this offering as described in “Use of Proceeds,” and to the SPV Term Loan Repayment (as defined below), we would have had consolidated indebtedness of approximately $        million.

Our leading financial metrics are supported by the growth in the size of our brand portfolio, our asset-light operating model and highly visible revenues that are mostly driven by contractual GMRs from our license agreements, which are generally three to ten years in length and generally include multiple long-term renewal options. Between 2016 and 2020, we achieved the following financial milestones:

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Increased Revenue from $165 million to $489 million, at a compound annual growth rate (“CAGR”) of 31%.

•

Increased Net Income Attributable to ABG LLC from $45 million to $211 million, at a CAGR of 47%.

•

Increased Net Income Attributable to ABG LLC Margin from 27% to 43%.

•

Increased Adjusted EBITDA from $121 million to $373 million, at a CAGR of 33%.

•

Increased Adjusted EBITDA Margin from 73% to 76%.

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Furthermore, our financial performance and business model have been resilient throughout the COVID-19 pandemic. Underpinned by GMRs, our diversified portfolio and our strategic acquisitions, our Revenue and Adjusted EBITDA grew by 2% and 6%, respectively, in 2020, as compared to 2019, and by 33% and 27%, respectively, for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020. We took proactive steps to address the impact of COVID-19 through reduction in headcount and other discretionary savings, as well as a shift of resources to expand digital-first solutions.

Our Key Differentiators

We believe our approach to brand development and management drives strong financial performance and creates long-term value, and we are differentiated by the following key business strengths:

Leading Portfolio of Iconic Global Brands

ABG is the third largest licensor globally based on 2019 retail sales, according to License Global (with Disney being the largest). We have built a diverse portfolio of over 30 iconic global brands with strong consumer recognition and enduring appeal across demographics, geographies and categories. Brands currently owned and/or managed by ABG generated an estimated GMV of $13.5 billion in 2019 and $9.7 billion in 2020, and each of our seven largest brands generated over $500 million of GMV in 2020. We protect the integrity of our leading portfolio through a global network of over 17,000 trademarks.

Our brand portfolio is organized into two pillars:

•

Lifestyle:   Global brands with deep heritage across women’s and men’s apparel, accessories, beauty and home. Our Lifestyle brands portfolio is distributed through 420 licensees globally and represented approximately 82% of revenue for the year ended December 31, 2020 and approximately 85% of revenue for the three months ended March 31, 2021.

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Entertainment:   IP ownership, NIL ownership, music, copyrighted works and trademarks of some of the most iconic celebrities in history in addition to media brands, platforms, attractions and experiences. We believe these highly recognizable and marketable personalities provide us with worldwide exposure and significant domestic and international licensing opportunities for merchandise, endorsements, marketing campaigns, public appearances, live events, movies, and musical performances, among other opportunities. Our Entertainment brands represented approximately 18% of revenue for the year ended December 31, 2020 and approximately 15% of revenue for the three months ended March 31, 2021.

Powerful and Predictable Asset-Light Model

We have a powerful asset-light financial model that generates a predictable base of recurring revenue, consistently high operating margins and attractive cash flows. The vast majority of our license agreements include GMRs, which provide a high degree of predictability to our licensing revenue. 83% of our revenue in 2020 was attributable to GMR payments. Beyond the GMRs received from licensees, ABG generates a significant amount of revenue from the collection of overages above the GMR base set for each brand. Our predictable and recurring revenue streams, combined with our attractive margins and minimal capital expenditure requirements, result in high cash flow conversion and increased capacity to invest in future growth initiatives.

Highly Diversified Network of Global Licensee Partners

We partner with best-in-class licensees that we select based on their financial strength and ability to generate revenue while also supporting our long-term brand vision. We have approximately 800 licensee

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partners and more than 1,000 licenses selling in 136 countries, utilizing a highly scalable global distribution network through attractive partner channels. Many of our licensees partner with ABG across multiple of our portfolio brands, enabling strong partnerships and strategic alignment.

Our largest licensee is SPARC Group Holdings II LLC (“SPARC”), a multi-brand operator of the Nautica, Forever 21, Aéropostale, Lucky Brand and Brooks Brothers brands. SPARC designs, sources, manufactures and distributes apparel and accessories through over 1,300 owned and operated branded retail stores, digital channels and leading wholesale accounts, generating $2.6 billion in global retail sales in 2020 and over $850.0 million in global retail sales in the three months ended March 31, 2021. We jointly own SPARC with Simon Property Group, SPARC’s largest landlord and a company affiliated with beneficial holders of more than 5% of our capital stock. Through this partnership, ABG owns 50% of SPARC, with Simon Property Group owning the remaining 50%. We believe that our relationship with SPARC is mutually beneficial as it provides us with influence over a significant distribution channel, while building long-term value and demand for SPARC’s distribution network through our brand development capabilities. In 2020, revenue from SPARC represented approximately 7% of our total revenue. For the three months ended March 31, 2021, revenue from SPARC represented approximately 11% of our total revenue.

Brand Development Flywheel Drives Conversion to Commerce

We utilize a digital-first brand development flywheel that is integrated across all parts of the customer acquisition funnel. Our marketing team works exclusively on developing traditional, social and digital media strategies and content tailored for each of our brands, which we and our partners utilize for various marketing campaigns. We design and supply in-depth brand books, which provide our licensing and retail partners with the story, feel and imagery for each brand, enabling them to portray the brands in a manner consistent with our vision. We also utilize search engine optimization tools and a variety of top-of-funnel, bottom-of-funnel and retargeting strategies to drive demand creation and engagement. Our dynamic data insights dashboard, Cerebro, amalgamates data and generates actionable insights to enhance our licensees’ marketing decisions. By leveraging these insights, we are able to bring to life the unique voice, tone and selling propositions for each brand through compelling campaigns and content.

Proven and Innovative Acquisition Capabilities Fueled by Strong Free Cash Flows

We have demonstrated our strategic capabilities through our track record of successfully acquiring over 30 world-class brands and efficiently integrating these brands into licensed revenue models. We have a history of executing a highly disciplined acquisition strategy and working closely with our licensee partners to

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reimagine and reposition brands in the marketplace. We believe our ability to unlock the performance potential of world class brands constrained by antiquated distribution models has been highlighted by our acquisitions of Nautica, Forever 21 and Sports Illustrated. Through our successful acquisition track record, we believe ABG has established a high degree of credibility as the industry’s acquirer of choice, positioning us favorably for potential strategic opportunities. Across our portfolio, our team has successfully executed on key strategic and operational initiatives post-acquisition that improve our brands’ business models, optimize their global distribution and drive sustainable organic growth. Furthermore, our asset-light model generates substantial cash flow available for reinvestment in new opportunities, fueling our ability to pursue new acquisitions that further enhance the diversification and TAM of our brand portfolio.

Prior to completing any acquisitions, our management team employs a deliberate approach of establishing a licensee base and distribution network for the acquisition target, thereby significantly reducing the execution risk associated with the onboarding of our brands. By leveraging ABG’s scaled distribution platform and network of licensees, we are able to efficiently drive growth post-acquisition. We believe that our ability to quickly execute, integrate and scale our acquisitions is an important competitive advantage that brand owners and sellers value. To create new possibilities and expand our opportunity set, we often design and employ creative transaction structures and approaches to facilitate our acquisitions. These capabilities include unique ownership and operating models, supply chain management initiatives and operating cost optimizations. Our innovative capabilities are highlighted by our ability to separate our acquired brands into an intellectual property business and an operating business owned all or in part by our partners, as exemplified through our relationship with SPARC, thereby minimizing operational risks while benefiting from highly visible and recurring revenues.

DOLLAR AMOUNTS PAID FOR ACQUISITIONS IN MILLIONS

(1)

Includes amounts paid for non-core brands.

(2)

Includes the amounts paid to purchase the incremental interest in SPARC (bringing ownership to 50%), amounts paid for Forever 21 intellectual property and operating assets and amounts paid for Lucky and Brooks Brothers’ intellectual property.

Founder-led, Visionary Management Team with an Entrepreneurial Culture and Proven Track Record

Our senior management team has extensive experience in the industry. Our Chief Executive Officer, Jamie Salter, brings over 30 years of experience from numerous lifestyle, sports, fashion and entertainment brand-related activities and has executed numerous investments, comprising both growth-oriented opportunities and turnaround situations. Our President and Chief Marketing Officer, Nick Woodhouse, has over 30 years of experience in various leadership roles within the retail and brand management industry. Our Chief Financial Officer, Kevin Clarke, has over 30 years of investment banking and senior-level corporate management experience. We are also supported by a highly experienced and talented team across key functional areas, including retail, finance, legal, marketing, advertising and content

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creation. We believe we have a strong bench of talent to manage the growth of a broad portfolio of brands, supporting the future scalability of ABG into a larger business than exists today.

We have brought together a coalition of people who share our vision. We have established a culture rooted in an ownership mentality emphasizing brand-first principles and have implemented an incentive structure that is designed to support accountability of both near-term results and long-term sustainable brand value. We also have an entrepreneurial spirit and flat organizational structure that we believe make us highly adaptable and allow us to identify and quickly execute on attractive opportunities. We believe the strength of our team, entrepreneurial culture, and organizational approach position us to continue to grow and deliver strong financial results.

We’re Just Getting Started

We intend to leverage our business strengths and platform to pursue the following growth strategies:

Grow the Market Opportunity within Our Existing Brand Portfolio

Our strong growth comes from being ahead of the distribution curve. We have a proven track record of organic growth, generating an average organic revenue growth rate of 7.7% between 2016 and 2019. Our digitally enhanced marketing model supports organic growth through consistent creation and deployment of fresh content to drive consumer demand and generate increased retail sales and royalties. We have successfully expanded our brands into new categories, territories and channels with both existing and new partners within our global licensee network, further generating organic growth. We are able to leverage our scale and brand strength through unique collaborations to refresh and extend the reach of our brands. For example, in March 2021 we launched a “Forever 21 x Juicy Couture” crossover line which leveraged their shared Los Angeles heritage in a glamorous capsule collection in a range of women’s, men’s and kids’ hoodies, joggers, long sleeve tops and more in a wide range of sizes. We will continue to take a creative approach to grow the market opportunity of our brands by working collaboratively with licensees to grow sales of their products.

We believe significant opportunities exist to introduce our brands into new distribution channels in which our licensees do not currently participate. Most recently, we have been able to transform the Shaquille O’Neal brand into an event-based business with Shaq’s Fun House, a recurring party hosted at major sporting and entertainment events such as the SHAQ Bowl at the 2021 Super Bowl. This event generated over 82 million social media impressions and over five billion media impressions. We believe our brand portfolio and approach to building value provide us with substantial new licensing and growth opportunities, and position us as the partner of choice for potential licensees.

Continue Our Global Expansion

ABG is committed to global expansion and has identified target markets where we believe there is significant distribution whitespace for our brands. Although the majority of our business today is in the United States, ABG brands are represented in 136 countries globally. By leveraging our successful track record of expanding North America native brands into scaled global businesses, we plan to expand our brands’ global distribution by enhancing their regional relevance and appeal through localized marketing, distribution and product strategies. We believe that international markets represent a significant growth opportunity, where some of our brands have strong recognition and are in the early stages of establishing a large footprint. For the year ended December 31, 2020, North America represented 79% of our licensing revenue, while international represented 21%. We believe a balanced global portfolio will be an increasingly important part of our business strategy going forward. A majority of our brands have strong global recognition, and we continue to expand their international penetration through best-in-class retail, e-Commerce and wholesale strategic partnerships, as well as licensee-operated retail stores, marketplaces and websites bearing our brands.

We have offices and dedicated professionals to support and drive growth in key regions, including New York, Los Angeles, Shanghai and Mexico City, where our licensees continue to see strong market

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acceptance. For example, in April 2021, Forever 21’s Mexico licensee partner opened a new branded shop-in-shop at Explanada Puebla in Cholula, Mexico and Volcom’s Korean licensee partner opened a new branded shop-in-shop at the main branch of Lotte department store in Busan, South Korea.

(1)

Presents our geographic diversification based on country in which the licensing revenue is earned. For Forever 21, Lucky Brand and Brooks Brothers, all of which were acquired during 2020, the licensing revenue contribution from those brands reflects an annualized amount which assumes the brands were acquired and fully consolidated as of January 1, 2020. For Eddie Bauer, which was acquired in 2021, and the PVH Heritage Brands, which is expected to be acquired in 2021, the licensing revenue contribution is based on (i) the 2020 earned royalties from license agreements acquired or to be acquired by ABG as part of the acquisition transaction; and (ii) the annual guaranteed minimum royalties included in license agreements entered into at the time of the acquisition. For clarity, license agreements included in (ii) are those signed with new licensees that acquired the operating assets of the Eddie Bauer and PVH Heritage Brands businesses. The PVH Heritage Brands acquisition is subject to closing conditions; agreement signed June 23, 2021 and expected to close the first week of August 2021.

Continue to Acquire Leading Brands

We intend to continue to acquire powerful and enduring brands that we believe are strong candidates for the ABG platform and which would benefit from our capabilities. There is a broad range of potential opportunities within Lifestyle, Entertainment and new verticals that represent compelling candidates for the ABG model. We have the ability to expand our market opportunity by entering into new categories that we believe are viable within the ABG economic model, such as electronics, children’s, home, food & beverage and hospitality, as well as to acquire brands with international presence. While the opportunity set is vast, we will continue to take a highly selective approach to identifying acquisitions that fit our desired brand profile, financial contribution objectives and return on investment hurdles. We typically have a core licensee partner agreement signed before we execute an acquisition, significantly de-risking the successful execution of the intended strategy and providing upfront visibility into the future revenue, profit and growth potential of acquired brands.

We have built a strong reputation for growing the scale and quality of our brands, which has opened up a robust pipeline of acquisition opportunities. We believe our acquisition history, financial resources, ability to employ creative transaction structures, and speed of execution position us as a buyer of choice. In addition, as traditional distribution models continue to experience rapid change in the evolving consumer landscape, we expect to have numerous high quality acquisition opportunities over the next several years, which we expect would increase our earnings and the scale of our business.

Further Develop our Digital Ecosystem

Our digital group drives technological innovation across the ABG enterprise, overseeing ABG’s technology partnerships, brand e-Commerce optimization, enterprise solutions and business intelligence. By leveraging customer data insights from ABG’s digital footprint and global retail network, the digital group drives customer engagement and experience, brand awareness and momentum, and ultimately conversion to commerce for our licensee partners. Our digital capabilities further enhance the strength and defensibility of our business model, as individual brands generally do not have the requisite connectivity and scale that ABG brings to build a digitally enabled enterprise.

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Our current initiatives to further develop our digital ecosystem include:

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Marketplace:   We have partnered with technology providers to operate our own marketplaces and increase distribution. For example, we have formed an initial partnership with RevCascade’s dropship technology, enabling our licensees’ online stores to sell products from other ABG-owned brands and relevant third-party brands. We are also selling other brands via marketplace technology on ABG URLs. As an example, third party brands are currently sold on Forever21.com, and we receive an affiliate fee.

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Digital Ventures:   We identify software and technology companies that service specific areas of the customer journey and scale the software or technology across our portfolio of brands. We engage in equity and revenue share partnerships with these platforms to increase conversion to commerce, improve the customer experience and help licensees promote their brands. For example, we partner with enterprise solutions such as Klarna to offer customers convenient, efficient and flexible payment options.

Additionally, we plan on launching the following initiatives in the near future:

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Subscription:   We are building a loyalty membership program that spans our entire portfolio of brands and offers customers discounts and perks for a monthly subscription. We are also planning to launch a decentralized subscription platform, AllPass, and have partnered with checkout technology provider, Bolt, to build a subscription program that lives natively within checkout, eliminating the friction of signing up for membership and redeeming points for discounts and rewards. Introducing a subscription program creates customer stickiness, provides another recurring revenue stream, and gives us direct access to customer data to optimize our sales and marketing strategy.

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Credit Cards:   We are centralizing our various branded credit card programs under one co-branded card and leveraging our portfolio to offer cardholders custom benefits across all of our brands.

Expand Our Total Addressable Market by Entering into New Categories and Verticals

We believe we are in the early stages of realizing ABG’s vision to expand the brand licensing paradigm and see a substantial market opportunity to deepen our presence across the expansive global market for consumer brands. In building ABG, we sought to construct a platform with broad applicability across a wide range of consumer categories, connecting strong brands with the right licensees and network partners to optimize value in the marketplace.

Today, we believe we are well equipped with the operating capabilities to drive the growth of existing and future brands spanning a wide breadth of categories, ranging from apparel, footwear, accessories, home goods, travel goods, consumer electronics, media, entertainment and hospitality. We believe the attractiveness of ABG’s proven playbook will continue to create strategic opportunities to bring additional brands onto our platform across an increasingly diversified range of categories. For example, we plan to partner with licensees to launch Sports Illustrated gambling and ticket sales, leveraging the expansive Sports Illustrated network and monetizing those customers in the fast-growing sports betting industry. Through our growth in new categories and licensing verticals, we believe we will be able to grow our TAM and further diversify our revenue streams.

Maintain Our Entrepreneurial and Innovative Company Culture as We Expand

We have a highly entrepreneurial and innovative culture that we have fostered for over ten years since our founding. As our business continues to scale globally, we plan to grow our headcount strategically with plans to open and expand offices internationally to support our expansion. We continually look to add exceptional talent to our team in order to help drive global growth. As we become a public company and embark on the next stage of our growth, we are committed to maintaining our culture as we believe it is critical for our ongoing success.

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Our Market Opportunity

Our current portfolio spans across a broad range of industries, with a particular focus on Lifestyle and Entertainment. Multiplicity and optionality in prospective licensees enables ABG to benefit from an enormous addressable market opportunity. Based on our review of potential industries ABG could participate in, we estimate that the total market opportunity for ABG is approximately $13 trillion in gross market value at retail. Many of these industries are current areas of strategic focus for ABG (apparel, footwear & accessories, media), and some are categories where ABG has a nascent presence today and sees opportunity for further growth (luggage, food & beverage, children’s). Still others (alcoholic beverages, consumer electronics, and mobile payments) represent future opportunities for ABG. The Company has a proven track-record of successfully expanding its brands into new categories, territories, and channels with existing and new partners within its global licensee network. ABG plans to strengthen its presence in Served End Markets and penetrate additional Servable End Markets.

Sources: Allied Market Research, Euromonitor, Marketline, Statista, Technavio

Note: May not sum due to rounding

We believe that the growth in end markets is driven by a broad array of factors, including:

Rise of the Global Middle Class and Expansion of Global Consumer Spending

We believe ABG’s strategic focus on brands possessing broad lifestyle appeal has positioned the Company to benefit from a rising global standard of living. According to the Pew Research Center, the global population of middle, upper-middle and high income households grew nearly 40% from 2.2 billion to over 3.0 billion from 2011 to 2019. We believe the expanding size of the global consumer class across geographies will continue to broadly support increased demand for branded offerings across end markets. While current economic and income trends remain unpredictable and impacted by the COVID-19 pandemic, we believe the trends in standard of living growth prior to the COVID-19 pandemic, coupled with broader consumer spending momentum globally are representative of our long-term opportunity.

Growth of Digital

We believe the expansion of digital as a channel of consumer engagement, marketing and e-Commerce enables accelerated growth in many of our most significant categories. Digital market development continues to support new and incremental forms of distribution for brands through expanded e-Commerce, social commerce, content-to-commerce platforms and innovative marketplace and membership models. According to eMarketer, total worldwide retail e-Commerce sales grew to $4.3 trillion in 2020, a growth rate of 27.6% compared to 2019, and are forecasted to approach $5 trillion in 2021. In addition to

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catalyzing demand for consumer products, we believe digital has also opened up expanded commercial opportunities, particularly in digital marketing and endorsements, for ABG’s living legends and icons.

Recovery in Consumer Spending Following the COVID-19 Pandemic

The effective vaccine rollout that has significantly contained the COVID-19 pandemic is leading to a renaissance in consumer spending in several geographies in which we operate. Rising consumer confidence, pent-up demand in discretionary categories and accumulated savings support an optimistic view of the continued recovery.

Recent Developments

Preliminary Financial Results for the Three Months Ended June 30, 2021

We are currently finalizing our financial results for the three months ended June 30, 2021. While complete financial information and operating data are not yet available, set forth below are certain preliminary estimates of the results of operations that we expect to report for our second quarter of 2021. However, our actual results may differ materially from these estimates due to the completion of our financial closing procedures, final adjustments and other developments that may arise between now and the time our financial results for the three months ended June 30, 2021 are finalized. All percentage comparisons to the three months ended June 30, 2020 are measured to the midpoint of the range provided for the three months ended June 30, 2021.

The following are our preliminary estimates for the three months ended June 30, 2021:

​	Three months ended
​	June 30, 2020 (Actual)			June 30, 2021 (Estimated Low End of Range)			June 30, 2021 (Estimated High End of Range)
(in thousands)	​	​	​	​	​	​	​	​	​
Consolidated statement of operations data:	​	​	​	​	​	​	​	​	​
Revenue:	​	​	​	​	​	​	​	​	​
Licensing revenue	​	$		​	$		​	$
Commission and other income	​	​	​	​	​	​	​	​	​
Total revenue	​	​	​	​	​	​	​	​	​
Other data:	​	​	​	​	​	​	​	​	​
Organic Growth	​	​	%	​	​	%	​	​	%
Adjusted EBITDA	​	$	​	​	$	​	​	$	​

•

Total revenue is expected to be between $      million and $      million, a     % increase from $      million for the three months ended June 30, 2020. The estimated increase in total revenue is due to expected Licensing revenue growth of between $      million and $       million, and expected growth in Commission and other income of between $      million and $       million. Licensing revenue is expected to be between $      million and $      million, a      % increase from $      million for the three months ended June 30, 2020. The estimated Licensing revenue growth is primarily due to          . Commision and other income is expected to be between $    million and $      million, a       % increase from $      million for the three months ended June 30, 2020. The estimated growth in Commission and other income is primarily due to          .

•

Organic growth is expected to be between       % and      %, a       %          from        % for the three months ended June 30, 2020. The estimated           in organic growth is primarily due to          .

•

Adjusted EBITDA is expected to be between $      million and $      million, a      %           from $      million for the three months ended June 30, 2020. The estimated           in Adjusted EBITDA is primarily due to          .

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The estimates above represent the most current information available to management and do not present all necessary information for an understanding of our financial condition as of and our results of operations for the three months ended June 30, 2021. We have provided ranges for the preliminary results described above primarily because our financial closing procedures for the three months ended June 30, 2021 are not yet complete. As a result, while we currently expect that our final results will be within the ranges indicated above, it is possible that our final results will not be within the ranges we currently estimate. The estimates for the three months ended June 30, 2021 are not necessarily indicative of the results that may be expected for any future period and should be read together with “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements,” “Management's Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Historical Consolidated Financial and Other Data” and our financial statements and related notes included elsewhere in this prospectus.

Adjusted EBITDA is a non-GAAP financial measure and, as such, is subject to certain limitations. Accordingly, Adjusted EBITDA should not be considered in isolation, or as an alternative to or substitute for, GAAP financial measures such as net income, or any other financial performance measure derived in accordance with GAAP. See “—Summary Historical and Pro Forma Consolidated Financial and Other Data” for more information regarding our use of Adjusted EBITDA, including its limitations.

The following table provides a reconciliation of net income to Adjusted EBITDA for the three months ended June 30, 2020 (actual) and the three months ended June 30, 2021 (estimated):

​	Three months ended
(in thousands)	June 30, 2020 (Actual)			June 30, 2021 (Estimated Low End of Range)			June 30, 2021 (Estimated High End of Range)
Net income	​	$		​	$		​	$
Add (Deduct):	​	​	​	​	​	​	​	​	​
Income tax expense	​	​	​	​	​	​	​	​	​
Depreciation and amortization	​	​	​	​	​	​	​	​	​
Interest expense, net	​	​	​	​	​	​	​	​	​
EBITDA	​	$		​	$		​	$
Other adjustments:	​	​	​	​	​	​	​	​	​
Income attributable to non-controlling interest	​	​	​	​	​	​	​	​	​
Deferred compensation and share-based compensation(a)	​	​	​	​	​	​	​	​	​
(Equity income)/share in losses of OpCo investees – Noncash(b)	​	​	​	​	​	​	​	​	​
Unrealized loss (gain) on investments	​	​	​	​	​	​	​	​	​
Realized loss (gain) on sale of investments	​	​	​	​	​	​	​	​	​
Financing related adjustments:	​	​	​	​	​	​	​	​	​
Financing costs, loan modification fees and loss on extinguishment of loans(c)	​	​	​	​	​	​	​	​	​
Income where cash proceeds were used to fund an acquisition(d)	​	​	​	​	​	​	​	​	​
Brand acquisition costs(e)	​	​	​	​	​	​	​	​	​
Revaluation of contingent consideration related to acquisitions (non-cash)(f)	​	​	​	​	​	​	​	​	​
Change in fair value of shares received as part of licensing agreements(g)	​	​	​	​	​	​	​	​	​
Others	​	​	​	​	​	​	​	​	​
Adjusted EBITDA	​	$		​	$		​	$	​

(a)

These expenses represent the non-cash expense related to the vesting of the profits interests and notional units granted to certain employees of the Company, determined based on the estimated grant date fair value of the profits interests and the latest estimated fair value of the notional units.

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(b)

This relates to our Equity income or share in losses in SPARC and F21 Holdings LLC (“F21 Holdings”), who are also our licensing partners, and Copper Retail. We are not actively involved in the management of these affiliates and have no control over the terms or amount of their cash distributions. Equity income in investees where the Company does not expect distributions from the investees and losses where the Company does not have an obligation to fund those losses and does not plan to fund them are excluded from our determination of Adjusted EBITDA. To the extent that earnings are distributed or that losses are funded by the Company, related distributions or funding are included in the determination of Adjusted EBITDA.

(c)

These expenses relate to costs incurred as part of our capital raising activities or the refinancing of our term loans and are not directly attributable to our operations.

(d)

This relates to income recognized under GAAP where the related cash collection was used to fund an acquisition and was not available for use in operations.

(e)

This relates to costs incurred related to acquisition transactions that did not materialize and certain non-recurring costs incurred as part of certain acquisitions.

(f)

This relates to the non-cash revaluation of contingent liabilities recognized related to acquisitions based on the estimated fair value at the end of the reporting period.

(g)

This relates to the changes in the fair value of certain equity investments received as consideration for license agreements. Under GAAP, licensing revenues are determined based on the fair value of the equity investments on date of receipt. The adjustment is intended to reflect the impact of changes in fair value as of the end of the reporting period to the licensing revenue recognized.

The preliminary financial data included in this prospectus has been prepared by, and is the responsibility of, our management. Our independent registered public accounting firm, Grant Thornton LLP, has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to this preliminary financial data and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

We expect our closing procedures with respect to the three months ended June 30, 2021 to be completed following this offering. Accordingly, our financial statements as of and for the three months ended June 30, 2021 will not be available until after this offering is completed.

Heritage Brands Portfolio Acquisition

On June 23, 2021, we entered into a definite agreement with PVH Corp. (“PVH”), a fashion and apparel company, to acquire certain intellectual property and assets of PVH’s Heritage Brands portfolio, including the IZOD, Van Heusen, ARROW and Geoffrey Beene trademarks. The cash purchase price for the transaction is approximately $220 million, subject to customary adjustment. In 2020, PVH’s Heritage Brands portfolio generated approximately $0.9 billion in GMV. The transaction is expected to close in the third quarter of 2021 and is subject to customary closing conditions, including regulatory approval.

888 Holdings Partnership

On June 23, 2021, we entered into an exclusive partnership with 888 Holdings Plc (“888”), an online casino, sports betting and gaming operator, to develop Sports Illustrated online sports betting and iGaming products in the United States. As part of this partnership, we expect 888 to launch SI Sportsbook, a betting and gaming platform, in Colorado later in 2021.

Eddie Bauer Acquisition

On June 1, 2021, we completed the acquisition of 51% of the intellectual property assets and certain other assets associated with the Eddie Bauer brand for an aggregate purchase price of approximately $205.8 million in cash (excluding acquisition costs). Eddie Bauer is an outdoor brand offering performance outerwear, apparel, footwear, accessories, and gear, with products available online and at more than 300 stores in the United States, Canada, Germany, Japan and other international markets. In 2020, Eddie Bauer generated approximately $1.2 billion in GMV. The Eddie Bauer brand acquisition is a strategic investment that we expect to contribute to our long-term growth and enhance the value of our portfolio. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Acquisitions” for additional information.

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SPV Term Loan Repayment

On June 1, 2021, we repaid in full the indebtedness outstanding under that certain Credit Agreement entered into on August 31, 2020, among ABG SPV 1 LLC (“ABG SPV 1”), the lenders from time to time party thereto (the “SPV Lenders”) and Wilmington Trust, National Association, as administrative agent (as amended from time to time, the “SPV Term Loan”) in the amount of $47.4 million and terminated all outstanding commitments thereunder (the “SPV Term Loan Repayment”). In connection with the SPV Term Loan Repayment, we entered into a purchase agreement with the non-controlling interest members of ABG SPV 1 (the borrower), whereby we purchased all of their outstanding ownership interests in exchange for the issuance of an aggregate of 307,561 Class A Common Units of ABG LLC, such units having an aggregate value as of the date of the issuance that was sufficient to satisfy the 150% minimum return on invested capital to which the SPV Lenders were entitled as a result of their financing of the SPV Term Loan. Upon completion of this transaction, ABG SPV 1 became a wholly-owned entity.

Summary of the Transactions

Prior to the consummation of this offering and the organizational transactions described below, the Original ABG LLC Equity Owners are the only members of ABG LLC. ABG Inc. was incorporated as a Delaware corporation on February 1, 2016, to serve as the issuer of the Class A common stock offered hereby. ABG Inc. has not engaged in any business or other activities other than in connection with its formation and this offering.

Immediately following this offering, ABG Inc. will be a holding company and its sole material asset will be the LLC Interests it directly or indirectly purchases (including in connection with the Spyder Transactions) from ABG LLC and acquires from our Founder and through the Blocker Mergers. As the sole managing member of ABG LLC, ABG Inc. will operate and control all of the business and affairs of ABG LLC and, through ABG LLC and its subsidiaries, conduct its business. Accordingly, although ABG Inc. will have a minority economic interest in ABG LLC, ABG Inc. will have the sole voting interest in, and control the management of, ABG LLC. As a result, ABG Inc. will consolidate ABG LLC in its consolidated financial statements and will report a non-controlling interest related to the LLC Common Interests held by the Continuing ABG LLC Equity Owners on its consolidated financial statements.

Our corporate structure following this offering, as described below, is commonly referred to as an umbrella partnership-C-corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering of their business. The Up-C structure will allow the Continuing ABG LLC Equity Owners to retain their equity ownership in ABG LLC and to continue to realize tax benefits associated with owning interests in an entity that is treated as a partnership, or “passthrough” entity, for U.S. federal and most applicable state and local income tax purposes following the offering. Investors in this offering will, by contrast, hold their equity ownership in ABG Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A common stock. Similarly, the Blocker Shareholders will hold their equity ownership in ABG Inc. in the form of shares of Class A common stock, and our Founder will hold his equity ownership in ABG Inc. in the form of shares of Class A common stock and Class B common stock. One of the tax benefits to the Continuing ABG LLC Equity Owners associated with this structure is that future taxable income of ABG LLC that is allocated to the Continuing ABG LLC Equity Owners will be taxed on a flow-through basis and therefore will not be subject to corporate taxes at the ABG LLC level. Additionally, because the Continuing ABG LLC Equity Owners will be entitled to have their LLC Common Interests redeemed or exchanged for newly issued shares of our Class A common stock on a one-for-one basis or, at our option, for cash, the Up-C structure also provides the Continuing ABG LLC Equity Owners with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded.

ABG Inc. also expects to benefit from the Up-C structure because, in general, ABG Inc. expects to benefit in the form of cash tax savings in amounts equal to 15% of certain tax benefits ABG Inc.actually realizes (or in some circumstances is deemed to have realized) arising from (i) increases in the tax basis of assets of ABG LLC and its subsidiaries resulting from any redemptions or exchanges of LLC Common Interests, (ii) Blocker Tax Attributes and (iii) certain other tax benefits related to ABG Inc.’s making payments under the Tax Receivable Agreement. We expect the TRA Participants to receive 85% of the cash savings attributable to tax benefits under the terms of the Tax Receivable Agreement, and the payments of such

15

amounts to the TRA Participants are expected to be substantial. Such payments reduce cash otherwise arising from such tax savings. The Tax Receivable Agreement is discussed in “Certain Relationships and Related Party Transactions — Tax Receivable Agreement,” and the estimated payments with respect thereto are set forth in “— The Offering — Tax Receivable Agreement.” See “Risk Factors — Risks Related to Our Company and Our Organizational Structure.”

In connection with the consummation of this offering:

•

we will amend and restate the sixth amended and restated limited liability company agreement of ABG LLC (effective as of the completion of this offering, the “ABG LLC Agreement”) to, among other things, (i) modify ABG LLC’s capital structure by recapitalizing all of the existing common equity interests in ABG LLC into a single class of LLC Common Interests and (ii) appoint ABG Inc. as the sole managing member of ABG LLC; see “Certain Relationships and Related Party Transactions — ABG LLC Agreement”;

•

we will amend and restate ABG Inc.’s certificate of incorporation to, among other things, provide for three classes of common stock, which we refer to collectively as our “common stock” and which are summarized in the following table:

Class of Common Stock	Votes Per Share	Economic Rights
Class A common stock	One	Yes
Class B common stock	One (per “as-converted” share)	Yes (on “as-converted” basis)
Class C common stock	One	No

our common stock will generally vote together as a single class on all matters presented to ABG Inc.’s stockholders. We do not intend to list our Class B common stock or Class C common stock on any stock exchange;

•

we will issue      shares of our Class A common stock to the purchasers in this offering (or        shares of our Class A common stock if the underwriters exercise in full their option to purchase additional shares of Class A common stock) in exchange for net proceeds of approximately $      million (or approximately $      million if the underwriters exercise in full their option to purchase additional shares of Class A common stock), based upon an assumed initial public offering price of $      per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the underwriting discounts and commissions but before estimated offering expenses payable by us;

•

we will use all of the net proceeds from this offering (including any net proceeds received upon exercise of the underwriters’ option to purchase additional shares of Class A common stock) to acquire newly-issued LLC Common Interests from ABG LLC at a purchase price per interest equal to the initial public offering price per share of Class A common stock, less the underwriting discounts and commissions referred to on the cover page of this prospectus, collectively representing    % of ABG LLC’s outstanding LLC Common Interests (or    %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock);

•

we intend to cause ABG LLC to use the net proceeds from the sale of LLC Common Interests to us as described in “Use of Proceeds,” including (i) to pay fees and expenses of approximately $      million in connection with this offering and the other Transactions, (ii) to repay $      million of outstanding first lien term loans (the “First Lien Term Loans”) under that certain First Lien Credit Agreement entered into on September 29, 2017, among ABG Intermediate Holdings 2 LLC (the “Borrower”), ABG Intermediate Holdings 1 LLC (“Holdings”), the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent (as amended from time to time, the “First Lien Credit Agreement” and the facilities thereunder, the “Credit Facilities”), consisting of $      million of outstanding Existing First Lien Term Loans (as defined below) and $      million of outstanding Incremental Amendment No. 5 Term Loans (as defined below), and (iii) for general corporate purposes;

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•

in exchange for the Spyder Shares held directly or indirectly by the Continuing ABG LLC Equity Owners, we will issue (i)                   shares of our Class A common stock on a one-for-one basis and (ii)                   shares of our Class C common stock, which will be equal to the number of LLC Common Interests held by the Continuing ABG LLC Equity Owners upon the completion of this offering;

•

we will issue (i)                 shares of our Class A common stock to our Founder, in exchange for the LLC Common Interests directly and indirectly held by him and his affiliates, on a one-for-one basis and (ii)                 shares of our Class A common stock to our Founder, in exchange for the Spyder Shares directly and indirectly held by him and his affiliates, on a one-for-one basis;

•

we will issue                 shares of our Class A common stock to the Blocker Shareholders, in exchange for their ownership interests in the Blocker Companies, on a one-for-one basis based upon the LLC Common Interests and Spyder Shares held by such Blocker Companies;

•

ABG Inc. will receive                 Spyder Shares (all of the outstanding Spyder Shares), and ABG LLC will issue                 LLC Common Interests to ABG Spyder, Inc., in each case in connection with the Spyder Transactions;

•

we will issue                 shares of our Class B common stock to our Founder, in exchange for the LLC Profits Interests directly and indirectly held by him, on a one-for-one basis;

•

LLC Profits Interests that will remain outstanding following this offering will be economically similar to stock options. Each such LLC Profits Interest has a per unit hurdle price, which is economically similar to the exercise price of a stock option. Certain of the LLC Profits Interests will be held directly or indirectly by ABG Inc. and convertible in connection with a Founder Class B Exchange, and certain of the LLC Profits Interests will be held by the Management Profits Interests Holders and exchangeable through a Management Profits Interests Exchange;

•

the Continuing ABG LLC Equity Owners (including the SPV Lenders) will continue to own the LLC Common Interests they received in exchange for their existing membership interests in ABG LLC and will have no economic interests in ABG Inc., other than the shares of Class A common stock received by them in the Spyder Transactions, because the shares of Class C common stock that they own have no economic interests in ABG Inc. (where “economic interests” means the right to receive any distributions, dividends, or liquidation proceeds, whether cash or stock, in connection with common stock). LLC Common Interests, following this offering, will be redeemable, at the election of such members, for newly-issued shares of Class A common stock on a one-for-one basis (and their shares of Class C common stock will be surrendered to and cancelled by ABG Inc. on a one-for-one basis upon any such issuance). ABG Inc.’s board of directors, which will include directors who hold LLC Common Interests or are affiliated with holders of LLC Common Interests and may include such directors in the future, may, at its option, instead cause a cash payment to be made in an amount equal to a volume weighted average market price of one share of Class A common stock for each LLC Common Interest redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the ABG LLC Agreement;

•

ABG Inc. will enter into the Tax Receivable Agreement that will provide for the payment by ABG Inc. to the TRA Participants collectively, of 85% of the amount of cash savings, if any, in U.S. federal, state and local income taxes (computed using simplifying assumptions to address the impact of state and local taxes) ABG Inc. actually realizes (or, in some circumstances is deemed to realize in the case of an early termination by it, a change in control or a material breach by it of its obligations under the Tax Receivable Agreement, as discussed below) as a result of (i) increases in the tax basis of assets of ABG LLC and its subsidiaries resulting from any redemptions or exchanges of LLC Common Interests as described under “Certain Relationships and Related Party Transactions — ABG LLC Agreement — LLC Interest Redemption Rights,” ​(ii) federal net operating loss carryforwards (“NOLs”) and tax credits of the Blocker Companies and the unused portion of the increases in each Blocker Company's

17

share of the tax basis in the assets of ABG LLC as a result of the Blocker Company's original acquisition of LLC Interests (collectively, the “Blocker Tax Attributes”), and (iii) certain other tax benefits related to ABG Inc.’s making payments to the TRA Participants under the Tax Receivable Agreement, and ABG Inc. expects to benefit in the form of cash tax savings in amounts equal to 15% of certain tax benefits; and

•

ABG Inc. will enter into (i) a stockholders agreement (the “Stockholders Agreement”) with the Voting Group and (ii) a registration rights agreement (the “Registration Rights Agreement”) with certain of the Continuing ABG LLC Equity Owners who, upon the consummation of this offering, will own                 shares of ABG Inc.’s Class A common stock and                 shares of ABG Inc.’s Class C common stock, collectively representing approximately    % of the combined voting power of all of ABG Inc.’s common stock (or approximately    %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), the Management Profits Interests Holders and with our Founder, who, together with the Continuing ABG LLC Equity Owners, will control approximately    % of the combined voting power of all of ABG Inc.’s common stock.

Certain of the organizational transactions described above, namely the Spyder Transactions, the Blocker Mergers and the exchange of LLC Interests directly and indirectly held by our Founder for shares of our Class A common stock and Class B common stock, are also expected to provide distinct tax benefits.

ABG Spyder, Inc. and its subsidiaries (the “Spyder Group”) are members of a separate corporate consolidated tax group for United States federal income tax purposes. The Spyder Transactions will result in the assets of the Spyder Group becoming part of the ABG LLC pass-through tax structure and increase ABG Inc.’s indirect ownership of LLC Common Interests. As a result, it is expected that, among other things, (i) the United States federal taxes imposed on ABG, Inc., ABG LLC and its subsidiaries, taken as a whole, will be reduced and (ii) future exchanges of LLC Interests for Class A common stock will result in ABG Inc. realizing a larger increase in the tax basis in ABG LLC’s assets, thereby potentially reducing income taxes imposed on ABG, Inc., which tax benefits may be shared with the TRA Participants pursuant to the Tax Receivable Agreement (as discussed in “Certain Relationships and Related Party Transactions — Tax Receivable Agreement”).

The current ABG LLC Agreement provides each Blocker Company with the right to undertake a Blocker Merger with ABG Inc. in connection with an initial public offering. ABG LLC anticipates that each Blocker Company will so elect because it is anticipated that this will provide the Blocker Shareholders with a better after-tax result than if the Blocker Companies continued to hold LLC Common Interests and later exchanged their LLC Common Interests for Class A common stock.

The exchange of LLC Interests directly and indirectly held by our Founder for shares of our Class A common stock and Class B common stock is expected to result in a better after-tax outcome to our Founder than if he were to remain an owner of LLC Interests following this offering and later exchange his LLC Interests for Class A common stock. This is because our Founder is a Canadian citizen subject to materially different tax considerations than the Continuing ABG LLC Equity Owners and Management Profits Interests Holders who are all US persons for United States federal income tax purposes.

For more information regarding our structure after the completion of the Transactions, including this offering, see “The Transactions.”

See “Description of Capital Stock” for more information about our certificate of incorporation and the terms of the common stock.

See “Certain Relationships and Related Party Transactions” for more information about:

•

the ABG LLC Agreement, including the terms of the LLC Interests and the redemption right of the Continuing ABG LLC Equity Owners;

•

the Tax Receivable Agreement;

•

the Registration Rights Agreement; and

•

the Stockholders Agreement.

18

Ownership of Economic Interests

Upon completion of the Transactions, including this offering, and assuming an initial offering price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus) and an offering size of $      million, the economic interests in ABG Inc. owned by investors in this offering and the Original ABG LLC Equity Owners will be as follows:

​	ABG Inc. Basic				Fully Converted Basic		Fully Converted Diluted
​	Shares of Common Stock(1)		Economic Interest		Shares of Common Stock(2)	Economic Interest	Shares of Common Stock(3)	Economic Interest
Shareholders of ABG Inc.	​	​	​	​	​	​	​	​
Investors in this offering
Founder	​	​	​	​	​	​	​	​
Blocker Shareholders	​	​	​	​	​	​	​	​
Continuing ABG LLC Equity Owners	​	​	​	​	​	​	​	​
Sub-Total	​	​	​	​	​	​	​	​
Members of ABG LLC	​	​	​	​	​	​	​	​
Continuing ABG LLC Equity Owners	​	—	​	—	​	​	​	​
Management Profits Interests Holders	​	—	​	—	​	​	​	​
Sub-Total	​	—	​	—	​	​	​	​
Total	​	​	​	​	​	​	​	​

(1)

Reflects the number of shares of Class A common stock and/or Class B common stock held. The economic rights of the Class B common stock held by our Founder are measured on an “as-converted” basis based on the shares of Class A common stock that our Founder would receive for such shares of Class B common stock through a Founder Class B Exchange based on the assumed initial offering price. If the underwriters exercise in full their option to purchase additional shares of our Class A common stock, the number of shares of Class A common stock owned by investors in this offering would be                 .

(2)

Assumes the exchange of all outstanding LLC Common Interests for shares of our Class A common stock on a one-for-one basis.

(3)

Reflects the number of shares of our Class A common stock that would be outstanding if: (i) all LLC Common Interests were exchanged for shares of our Class A common stock on a one-for-one basis, (ii) all shares of our Class B common stock were converted into Class A common stock in connection with Founder Class B Exchanges based on the assumed initial offering price and (iii) all vested LLC Profits Interests held by Management Profits Interests Holders were exchanged for Class A common stock based on the assumed initial offering price.

The economic rights in ABG Inc. owned by our Founder, as a shareholder of ABG Inc., and the Management Profits Interests Holders, as members of ABG LLC, as reflected in the table above will vary depending on, among other things, the satisfaction of certain performance-based vesting conditions and the extent to which the LLC Profits Interests are “in the money.” The following tables summarize the LLC Profits Interests and their applicable performance-based vesting conditions:

​	​	ABG LLC	ABG Inc.
​	Weighted Average Per-Unit	Basic	Fully Converted Diluted	Fully Converted Diluted
​	Hurdle Price(1)	Interests(2)	Shares(3)	Shares(4)
LLC Profits Interests held by ABG Inc.	​	​	​	​

19

​	​	ABG LLC	ABG Inc.
​	Weighted Average Per-Unit	Basic	Fully Converted Diluted	Fully Converted Diluted
​	Hurdle Price(5)	Interests(6)	Shares(7)	Shares(8)
LLC Profits Interests held by Management Profits Interests Holders	​	​	​	​

(1)

Reflects distribution thresholds, expressed as a per unit hurdle price on a weighted-average basis (similar to an exercise price for stock options). In connection with a Founder Class B Exchange, LLC Profits Interests that are held directly or indirectly by ABG Inc. are exchanged for a number of LLC Common Interests issued by ABG LLC that is equal to the number of shares of Class A common stock that our Founder receives for Class B common stock in such Founder Class B Exchange.

(2)

Reflects the number of outstanding LLC Profits Interests.

(3)

Reflects the number of shares of Class A common stock that could be issued to our Founder in a Founder Class B Exchange, assuming an initial public offering price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus).

(4)

Reflects the number of shares of Class A common stock that would be issued to our Founder if all shares of Class B common stock were converted into shares of Class A common stock on a one-for-one basis (regardless of the in-the-money value applicable to the LLC Profits Interests held directly or indirectly by ABG Inc.)

(5)

Reflects distribution thresholds, expressed as a per unit hurdle price on a weighted-average basis (similar to an exercise price for stock options). Each LLC Profits Interest that is held by a Management Profits Interests Holder will be exchangeable by its holder into a number of shares of Class A common stock (or cash of equivalent value) equal to (i) one (which is the number of shares of Class A common stock that a holder of an LLC Common Interest would be entitled to receive upon redemption or exchange of such LLC Common Interest), multiplied by (ii) a fraction, the numerator of which shall equal the last reported closing price of our Class A common stock on the NYSE at the time of the Management Profits Interest Exchange minus the per unit hurdle price applicable to the LLC Profits Interest being exchanged, and the denominator of which shall equal the last reported closing price of our Class A common stock on the NYSE at the time of the Management Profits Interest Exchange.

(6)

Reflects the number of outstanding LLC Profits Interests.

(7)

Reflects the number of shares of Class A common stock that would be issued to Management Profits Interests Holders if all LLC Profits Interests held by the Management Profits Interests Holders were exchanged for Class A common stock in respect of their in-the-money value, assuming an initial public offering price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus).

(8)

Reflects the number of shares of Class A common stock that would be issued to Management Profits Interests Holders if all LLC Profits Interests held by the Management Profits Interests Holders were exchanged into Class A common stock on a one-for-one basis (regardless of their in-the-money value).

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For illustrative purposes only, the following table shows how the number of economic interests in ABG Inc. would vary at various initial public offering prices and future trading prices per share of our Class A common stock after the completion of this offering. Because the economic rights of the Class B common stock held by our Founder are measured on an “as-converted” basis based on the shares of Class A common stock that our Founder would receive for such shares of Class B common stock in connection with a Founder Class B Exchange, his Class B holdings are reflected on an “as-converted” basis in each of the below columns:

​	ABG Inc. Basic	Fully Converted Basic	Fully Converted Diluted
Hypothetical Price Per Share of Class A Common Stock	Shares(1)	Shares(2)	Shares(3)
$	​	​	​
$	​	​	​
$	​	​	​
$	​	​	​
$	​	​	​
$	​	​	​
$	​	​	​
$	​	​	​
$	​	​	​

(1)

Reflects the number of shares of Class A common stock and Class B common stock then outstanding.

(2)

Reflects the number of shares of Class A common stock and Class B common stock that would be outstanding if all LLC Common Interests were exchanged for shares of our Class A common stock.

(3)

Reflects the number of shares of our Class A common stock and Class B common stock that would be outstanding if (i) all LLC Common Interests were exchanged for shares of our Class A common stock and (ii) all LLC Profits Interests were exchanged for Class A common stock in respect of their in-the-money value at such hypothetical price per share.

Ownership of Voting Rights

Upon completion of the Transactions, including this offering, and assuming an initial offering price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus), and an offering size of $      million, the combined voting power in ABG Inc. will be as follows:

​	No Option Exercise by the Underwriters			Full Option Exercise by the Underwriters
​	Votes			Votes
​	Total	%		Total	%
Investors in this offering	​	​	%	​	​	%
Founder	​	​	%	​	​	%
Blocker Shareholders	​	​	%	​	​	%
Continuing ABG LLC Equity Owners	​	​	%	​	​	%
Total	​	​	%	​	​	%

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The following table sets forth the voting rights applicable to the common stock holdings of the various stockholders of ABG Inc. included in the table above:

​	Shares				Votes
​	Class A(1)	Class B(2)	Class C	Total	%
Investors in this offering	​	​	​	​	​	%
Founder	​	​	​	​	​	%
Blocker Shareholders	​	​	​	​	​	%
Continuing ABG LLC Equity Owners	​	​	​	​	​	%
Total	​	​	​	​	​	%

(1)

If the underwriters exercise in full their option to purchase additional shares of our Class A common stock, the number of shares of Class A common stock owned by investors in this offering, and in the table above, would be                 .

(2)

The voting power of shares of Class B common stock immediately following the Transactions will vary depending on the initial public offering price in this offering (and thereafter, depending on the future trading price of our Class A common stock). Each share of Class B common stock is convertible into shares of Class A common stock and will entitle its holder to a number of votes, on all matters presented to our stockholders generally, equal to the number of shares of Class A common stock into which such share of Class B common stock could be converted on the record date for such vote. An increase in the assumed initial public offering price (or future trading price of our Class A common stock) would result in an increase in the number of shares of Class A common stock that would be issued in the event of a conversion from Class B common stock to Class A common stock, and in turn, an increase in the voting power of shares of our Class B common stock. In contrast, a decrease in the assumed initial public offering price (or future trading price of our Class A common stock) would result in a decrease in the number of shares of Class A common stock that would be issued in the event of a conversion from Class B common stock to Class A common stock, and in turn, a decrease in the voting power of shares of our Class B common stock. Such resulting increase or decrease will depend in large part on the per unit hurdle prices applicable to the LLC Profits Interests that will be held directly or indirectly by ABG Inc. following the Transactions.

For illustrative purposes only, the table below sets forth the voting power of the outstanding shares of Class B common stock, all of which are held by our Founder, immediately following the Transactions (assuming no exercise of the underwriters’ option to purchase additional shares of our Class A common stock), at various initial public offering prices. For illustrative purposes, we have assumed that (i) the number of shares of Class A common stock and Class C common stock issued to investors in this offering and to our Founder, the Blocker Shareholders and the Continuing ABG LLC Equity Owners, as applicable, in connection with the Transactions will remain the same regardless of the initial price offering price in this offering, (ii) the number of shares of Class B common stock issued to our Founder in connection with the Transactions will remain the same regardless of the initial public offering price in this offering and (iii) all of the time-based vesting conditions applicable to certain of the LLC Profits Interests will have been satisfied at the closing of this offering. We do not expect the performance-based vesting conditions applicable to certain of the LLC Profits Interests (as described below) to be satisfied in connection with this offering; however, such conditions may be satisfied if the future trading price of our Class A common stock meets or exceeds certain thresholds.

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Assumed IPO Price	Class B Shares Held by our Founder	Class A Shares Issuable if All Class B Shares Were to Convert	Voting Power of Class B Shares
$	​	​	​	%
$	​	​	​	%
$	​	​	​	%
$	​	​	​	%
$	​	​	​	%
$	​	​	​	%
$	​	​	​	%
$	​	​	​	%
$	​	​	​	%

For illustrative purposes only, the table below also sets forth the voting power of the shares of Class B common stock held by our Founder following the Transactions, at various hypothetical future trading prices per share of our Class A common stock that correspond to the three performance-based vesting thresholds of $80.00, $104.00, and $120.00 per share of Class A common stock that are described in further detail in “Prospectus Summary — Securities Outstanding at Assumed Offering Price and at Future Trading Prices.” For illustrative purposes, we have assumed that (i) a total of          shares of common stock are outstanding immediately after this offering and at the time each of the three performance-based vesting thresholds is met, in each case consisting of          shares of Class A common stock,          shares of Class B common stock and           shares of Class C common stock and (ii) all of the time-based vesting conditions applicable to certain of the LLC Profits Interests will have been satisfied at the time each of the three performance-based vesting thresholds is met.

Hypothetical Trading Price Per Share	Class B Shares Held by our Founder	Class A Shares Issuable if All Class B Shares Were to Convert	Voting Power of Class B Shares
$80.00	​	​	​	%
$104.00	​	​	​	%
$120.00	​	​	​	%

23

The following diagram depicts ABG LLC’s organizational structure prior to the Transactions, including this offering. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities within ABG LLC’s organization.

(1)

In connection with the Transactions, ABG Inc. will acquire the Blocker Companies pursuant to a series of mergers.

(2)

The Management Profits Interests Holders, who are not reflected in the diagram for simplicity, indirectly hold LLC Profits Interests through two holding companies, ABG Executive Equity Holdco LLC and ABG Management Equity Holdco LLC.

(3)

ABG Spyder, Inc. is held indirectly by ABG LLC. The direct holder is not reflected in the diagram for simplicity.

(4)

ABG LLC’s Operating Subsidiaries include certain non-wholly owned subsidiaries, including certain joint ventures.

The diagram below depicts our organizational structure after giving effect to the Transactions, including this offering, assuming (i) an initial public offering share price of $      per share (the midpoint of the price range set forth on the cover page of this prospectus) and (ii) no exercise by the underwriters

24

of their option to purchase additional shares of Class A common stock. This diagram is provided for illustrative purposes only and does not purport to represent all legal entities within our organization.

(1)

The Management Profits Interests Holders hold             LLC Profits Interests, representing a     % economic interest in ABG LLC. Such LLC Profits Interests may be exchanged for        shares of Class A common stock based on an initial public offering price of $       per share (the midpoint of the price range set forth on the cover page of this prospectus). Assuming such exchange of LLC Profits Interests for        shares of Class A common stock, the Management Profits Interests Holders would hold a     % economic interest in ABG Inc., and the economic and voting interests in ABG Inc. of the other shareholders as reflected in this diagram would be reduced.

(2)

Our Operating Subsidiaries include certain non-wholly owned subsidiaries, including certain joint ventures. As a result, ABG Inc. will record a significant non-controlling interest related to the ownership interests in such subsidiaries that are held by third parties.

25

Summary Risk Factors

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition, results of operations, cash flows and prospects. You should carefully consider the risks discussed in the section entitled “Risk Factors,” including, but not limited to, the following risks, before investing in our Class A common stock:

•

our business is dependent on continued market acceptance of our brands and could be harmed if we are unable to maintain the positive reputations of our brands;

•

a decline in consumer spending could have a material adverse effect on us;

•

our brands and our licensees face significant competition and may not be able to compete successfully;

•

we have experienced rapid growth in recent years and we may not manage this or any future growth effectively, which could harm our business and operating results;

•

we do not wholly own certain of our brands and other assets and our partners may have business goals and interests that are not aligned with ours, exercise their rights in a manner in which we do not approve, be unable to fulfill their obligations, or build business or exploit our IP rights in a manner that harms the overall quality and image of our brands;

•

our operating results may fluctuate substantially;

•

the ongoing COVID-19 pandemic has had a material impact on our business and could continue to impact our business;

•

the loss of our Chief Executive Officer, other members of our executive management team and other key employees could have a material adverse effect on our business;

•

the failure of our licensees to adequately produce, source, market and sell products incorporating our brands, continue their operations, renew their license agreements or fulfill their obligations under their license agreements, including paying GMRs and other amounts, could result in a material decline in our results of operations;

•

a substantial portion of our revenue is concentrated with a limited number of licensees, including SPARC, such that the loss of any of such licensees or their renewal on terms less favorable than current terms, could slow our growth plans, decrease our revenue and impair our cash flows;

•

we rely on our licensees to develop and promote our brands, and if we are unable to maintain good relationships with our licensees, our business, financial condition and results of operations could be adversely affected;

•

we generally rely on the accuracy of our licensees’ royalty reports for reporting and collecting our licensing revenue, and if these reports are untimely or incorrect, our licensing revenue could be delayed or inaccurately reported;

•

we may suffer negative publicity if our licensees or their third party manufacturers violate laws or engage in practices that are viewed as unethical or illegal, which could cause a loss of business;

•

our failure to protect, or the loss of, our IP rights could compromise our competitive position and result in cancellation, loss of rights or diminution in value of our brands;

•

we may not be able to establish or maintain our trademark rights and registrations, which could impair our ability to perform our obligations under our license agreements, which could cause a decline in our licensees’ sales and potentially decrease the amount of royalty payments due to us;

•

third party claims regarding our IP rights could result in our licensees being unable to continue using such rights, which could adversely impact our revenue or result in a judgment or monetary damages being levied against us or our licensees;

26

•

if we are unable to identify and successfully acquire additional brands and other IP assets, our growth may be limited, and, even if additional brands and IP assets are acquired, we may not realize anticipated benefits due to integration or licensing difficulties;

•

security breaches or cyber attacks against us or our licensees or unauthorized disclosures of personal information by us or our licensees could cause our business, financial condition and results of operations to suffer;

•

our actual or perceived failure to comply with laws, regulations, and industry standards related to data privacy, data protection and information security to which we are subject, including industry requirements such as the Payment Card Industry Data Security Standard could harm our business;

•

we are subject to additional risks associated with our and our licensees’ international operations;

•

changes in tax laws or regulations that apply adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition and results of operations;

•

we will likely require additional capital to support our operations, including to finance the acquisition of additional brands, and our inability to raise such capital on beneficial terms or at all could restrict our growth;

•

the Tax Receivable Agreement requires ABG Inc. to make cash payments to the TRA Participants in respect of certain tax benefits to which ABG Inc. may become entitled, and we expect that the payments ABG Inc. will be required to make will be significant; and

•

we are a “controlled company” within the meaning of the NYSE listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements, which will not afford the same protections afforded to stockholders of companies that are subject to such requirements; and the interests of the Voting Group that controls us may differ from those of our public stockholders.

Our Corporate Information

ABG Inc., the issuer of the Class A common stock in this offering, was incorporated as a Delaware corporation on February 1, 2016. Our corporate headquarters are located at 1411 Broadway, 21st Floor, New York, New York 10018. Our telephone number is (212) 760-2410. Our principal website address is www.authenticbrandsgroup.com. The information on any of our websites is deemed not to be incorporated in this prospectus or to be part of this prospectus.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise generally applicable to public companies. These provisions include:

•

we are required to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;

•

we are not required to engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

•

we are not required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

•

we are not required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency” and “say-on-golden parachutes;” and

27

•

we are not required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of our Chief Executive Officer’s compensation to our median employee compensation.

We may choose to take advantage of some but not all of these reduced burdens. For example, we have elected to take advantage of reduced disclosure obligations with respect to financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure and with respect to disclosure regarding our executive compensation arrangements. As a result of this election, the information that we provide stockholders may be different than you might get from other public companies. See “Risk Factors — Risks Related to This Offering and Ownership of Our Class A Common Stock — Taking advantage of the reduced disclosure requirements applicable to “emerging growth companies” may make our Class A common stock less attractive to investors.”

We may take advantage of these provisions until such time that we are no longer an emerging growth company. We will continue to qualify as an emerging growth company until the earliest of:

•

the last day of our fiscal year following the fifth anniversary of the date of our initial public offering;

•

the last day of our fiscal year in which have annual gross revenues of $1.07 billion or more;

•

the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and

•

the date on which we are deemed to be a “large accelerated filer,” which will occur at such time as we (1) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second quarter, (2) have been required to file annual and quarterly reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a period of at least 12 months and (3) have filed at least one annual report pursuant to the Exchange Act.

In addition, Section 107 of the JOBS Act permits an “emerging growth company” like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

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The Offering

Issuer

Authentic Brands Group Inc.

Class A common stock offered by us

         shares (or         shares, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Underwriters’ option to purchase additional shares of Class A common stock from us

         shares.

Class A common stock to be outstanding after this
offering

         shares (or          shares, if the underwriters exercise in full their option to purchase additional shares of Class A common stock), all of which will be owned by the investors in this offering, our Founder, the Blocker Shareholders and the Continuing ABG LLC Equity Owners.

Class B common stock to be outstanding after this
offering

         shares, all of which will be owned by our Founder.

Class C common stock to be outstanding after this
offering

         shares, all of which will be owned by the Continuing ABG LLC Equity Owners.

Voting rights

Holders of our Class A common stock, Class B common stock and Class C common stock will vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by law.

Each share of Class A common stock will entitle its holder to one vote, representing an aggregate of approximately    % of the combined voting power of our outstanding common stock upon the completion of this offering (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Each share of Class B common stock will entitle its holder to, on all matters presented to our stockholders generally, a number of votes equal to the number of shares of Class A common stock into which such share of Class B common stock could be converted on the record date for such vote, representing an aggregate of approximately    % of the combined voting power of our outstanding common stock upon the completion of this offering, assuming an initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Each share of Class C common stock will entitle its holder to one vote on all matters presented to our stockholders generally, representing an aggregate of approximately    % of the combined voting power of our outstanding common stock upon the completion of this offering (or    % if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

See “Description of Capital Stock.”

29

Voting power held by purchasers in this offering

     % (or      %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Voting power held by our Founder, the Blocker Shareholders and the Continuing ABG LLC Equity Owners

     % (or      %, if the underwriters exercise in full their option to purchase additional shares of Class A common stock).

Ratio of shares of Class A common stock, Class B common stock and Class C common stock to LLC Common Interests and LLC Profits Interests

ABG Inc.’s amended and restated certificate of incorporation and the ABG LLC Agreement will provide that (i) ABG Inc. at all times maintain a ratio of (x) one LLC Common Interest owned directly or indirectly by ABG Inc. or ABG Spyder, Inc. for each share of Class A common stock issued by ABG Inc. and (y) one LLC Profits Interest owned directly or indirectly by ABG Inc. for each share of Class B common stock issued by ABG Inc. (in each case, subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities), and (ii) ABG LLC at all times maintain (x) a one-to-one ratio between the number of shares of Class A common stock issued by ABG Inc. and the number of LLC Common Interests owned directly or indirectly by ABG Inc. and ABG Spyder, Inc., (y) a one-to-one ratio between the number of shares of Class B common stock issued by ABG Inc. and the number of LLC Profits Interests owned directly or indirectly by ABG Inc. and (z) a one-to-one ratio between the number of shares of Class C common stock owned by the Continuing ABG LLC Equity Owners and the number of LLC Common Interests owned by the Continuing ABG LLC Equity Owners. The Continuing ABG LLC Equity Owners will own all of ABG Inc.’s outstanding Class C common stock.

Use of proceeds

We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions, but before estimated offering expenses, will be approximately $      (or approximately $      if the underwriters exercise in full their option to purchase additional shares of Class A common stock), assuming the shares are offered at $      per share (the midpoint of the price range set forth on the cover page of this prospectus).

We intend to use the net proceeds that we receive from this offering to purchase               newly-issued LLC Common Interests from ABG LLC at a purchase price per interest equal to the initial public offering price per share of Class A common stock, less the underwriting discounts and commissions referred to on the cover page of this prospectus.

We intend to cause ABG LLC to use such proceeds as follows: (i) to pay fees and expenses of approximately $      million in connection with this offering and the other Transactions, (ii) to repay $      million of outstanding First Lien Term Loans, consisting of $      million of outstanding Existing First Lien Term Loans and $      million of outstanding Incremental Amendment No. 5 Term Loans and (iii) for general corporate purposes. See “Use of Proceeds.”

30

Redemption rights

The Continuing ABG LLC Equity Owners, from time to time following the offering may require ABG LLC to redeem or exchange all or a portion of their LLC Common Interests for newly-issued shares of Class A common stock on a one-for-one basis. ABG Inc.’s board of directors, which will include directors who hold LLC Common Interests or are affiliated with holders of LLC Common Interests and may include such directors in the future, may, at its option, instead cause a cash payment to be paid in an amount equal to the volume weighted average market price of one share of Class A common stock for each LLC Common Interest redeemed (subject to customary adjustments, including for stock splits, stock dividends and reclassifications) in accordance with the terms of the ABG LLC Agreement. See “Certain Relationships and Related Party Transactions — ABG LLC Agreement.” In connection with each such exchange, a corresponding number of shares of Class C common stock held by such Continuing ABG LLC Equity Owner will be surrendered to and cancelled by ABG Inc.

The Management Profits Interests Holders will have the right, from time to time, subject to certain restrictions, to cause ABG LLC to exchange each of their vested LLC Profits Interests for a number of shares of Class A common stock (or cash of equivalent value) equal to (i) one (which is the number of shares of Class A common stock that a holder of an LLC Common Interest would be entitled to receive upon redemption or exchange of such LLC Common Interest), multiplied by (ii) a fraction, the numerator of which shall equal the last reported closing price of our Class A common stock on the NYSE at the time of the Management Profits Interest Exchange minus the per unit hurdle price applicable to the LLC Profits Interest being exchanged, and the denominator of which shall equal the last reported closing price of our Class A common stock on the NYSE at the time of the Management Profits Interest Exchange.

Registration Rights
Agreement

Pursuant to the Registration Rights Agreement, ABG Inc. will, subject to the terms and conditions thereof, agree to register the resale of the shares of Class A common stock that are (i) held by certain of the Continuing ABG LLC Equity Owners, (ii) issuable to such Continuing ABG LLC Equity Owners and certain of the Management Profits Interests Holders upon redemption or exchange of their LLC Interests and (iii) issuable to our Founder in connection with any Founder Class B Exchange. See “Certain Relationships and Related Party Transactions — Registration Rights Agreement.”

Reserved share program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to    % of the shares of our Class A common stock offered by this prospectus for sale to some of our directors, officers and certain employees and other parties with a connection to the Company through a reserved share program (the “Reserved Share Program”). We will offer these shares to the extent permitted under applicable regulations. The number of shares available for sale to the general public in this offering will be reduced to the extent these persons purchase such reserved shares. Any reserved shares not purchased will be offered by the underwriters to the general public on the same terms as the other shares. See “Underwriting — Reserved Shares.”

31

Controlled company

Following this offering we will be a “controlled company” within the meaning of the corporate governance rules of the NYSE. See “Management —  Corporate Governance.”

Dividend policy

We currently intend to retain all available funds and any future earnings for use in the operation of our business, and therefore we do not currently expect to pay any cash dividends on our Class A common stock or Class B common stock. Any future determination to pay dividends to holders of Class A common stock or Class B common stock will be at the discretion of ABG Inc.’s board of directors and will depend upon many factors, including our results of operations, financial condition, capital requirements, restrictions in debt agreements and other factors that ABG Inc.’s board of directors deems relevant. ABG Inc. is a holding company, and substantially all of its operations are carried out by ABG LLC and its subsidiaries. Additionally, under the terms of the Credit Facilities, ABG LLC is subject to limitations on its ability to pay cash dividends. Our ability to pay dividends may also be restricted by the terms of any future credit agreement or any future debt or preferred equity securities of us or of our subsidiaries. Following this offering and subject to funds being legally available, we intend to cause ABG LLC to make distributions to each of its members, including ABG Inc., in an amount intended to enable each member to pay all applicable taxes on taxable income allocable to such member and to allow ABG Inc. to make payments under the Tax Receivable Agreement. In addition, ABG LLC will make non-pro rata payments to ABG Inc. to reimburse ABG Inc. for corporate and other overhead expenses. See “Dividend Policy.”

Tax Receivable Agreement

ABG Inc. will enter into the Tax Receivable Agreement with ABG LLC and the TRA Participants that will provide for the payment by ABG Inc. to the TRA Participants of 85% of the amount of tax benefits, if any, that ABG Inc. actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in the tax basis of assets of ABG LLC resulting from any redemptions or exchanges of LLC Interests described above under “— The Offering — Redemption rights of holders of LLC Common Interests,” ​(ii) Blocker Tax Attributes, and (iii) certain other tax benefits related to ABG Inc.’s making payments under the Tax Receivable Agreement. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the Tax Receivable Agreement, we expect that the tax savings associated with future redemptions or exchanges of all remaining LLC Interests not owned directly or indirectly by ABG Inc. pursuant to the ABG LLC Agreement as described above, the Blocker Tax Attributes, and certain other tax benefits related to ABG Inc.’s making payments under the Tax Receivable Agreement would aggregate to approximately $      over 20 years from the date of this offering based on the assumed initial public offering price of $      per share of our Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus, and assuming all future redemptions or exchanges would occur one year after this offering. Under such scenario, assuming future payments are made on the date each relevant tax return is due, without extensions, we would be required to pay the TRA Participants approximately 85% of such amount, or approximately $      , over the 20-year period from the date of this offering. If we were to elect to terminate the Tax Receivable Agreement immediately after this

32

offering (including the use of proceeds to us therefrom), based on the assumed initial public offering price of $      per share of our Class A common stock, which is the midpoint of the range set forth on the cover page of this prospectus, we estimate that we would be required to pay the TRA Participants approximately $      in the aggregate under the Tax Receivable Agreement. ABG Inc. will retain the benefit of the remaining 15% of these net cash savings under the Tax Receivable Agreement. See “Certain Relationships and Related Party Transactions — Tax Receivable Agreement.”

Risk factors

Investing in shares of our Class A common stock involves a high degree of risk. See “Risk Factors” beginning on page 42 of this prospectus for a discussion of factors you should carefully consider before investing in shares of our Class A common stock.

Proposed NYSE symbol

“AUTH.”

The number of shares of our Class A common stock to be outstanding after this offering is based on the membership interests of ABG LLC outstanding as of                 , 2021, and excludes:

•

shares of Class A common stock reserved for future issuance under our 2021 Incentive Award Plan (the “Incentive Award Plan”) as described in “Executive Compensation — New Incentive Plan and Compensation Arrangements,” which will become effective in connection with this offering (and which excludes any potential annual evergreen increases pursuant to the terms of the Incentive Award Plan);

•

shares of Class A common stock reserved as of the closing date of this offering for future issuance upon redemption or exchange of LLC Common Interests by the Continuing ABG LLC Equity Owners as described in “Certain Relationships and Related Party Transactions — ABG LLC Agreement;”

•

shares of Class A common stock reserved as of the closing date of this offering for future issuance upon Founder Class B Exchanges relating to LLC Profits Interests that will remain outstanding with a weighted average per unit hurdle price of $      ; and

•

shares of Class A common stock reserved as of the closing date of this offering for future issuance upon Management Profits Interests Exchanges with respect to LLC Profits Interests that will remain outstanding with a weighted average per unit hurdle price of $      .

Unless otherwise indicated, this prospectus assumes the shares of Class A common stock are offered at $      per share (the midpoint of the price range set forth on the cover page of this prospectus).

Unless otherwise indicated, this prospectus assumes no exercise by the underwriters of their option to purchase additional shares of Class A common stock.

Securities Outstanding at Assumed Offering Price and at Future Trading Prices

The number of shares of Class A common stock issuable in connection with a Founder Class B Exchange and a Management Profits Interests Exchange immediately following the Transactions will vary, depending on the initial public offering price in this offering (and thereafter, depending on the future trading price of our Class A common stock). An increase in the assumed initial public offering price (or future trading price of our Class A common stock) would result in an increase in the number of shares of Class A common stock issuable in connection with each of a Founder Class B Exchange and a Management Profits Interests Exchange, while a decrease in the assumed initial public offering price (or future trading price of our Class A common stock) would result in a decrease in the number of shares of Class A common stock issuable in connection with each of a Founder Class B Exchange and a Management Profits Interests Exchange. Such resulting increase or decrease will depend in part on the per unit hurdle prices applicable to the LLC Profits Interests.

33

For illustrative purposes only, the table below sets forth the number of shares of Class A common stock issuable in connection with such exchanges immediately following the Transactions (assuming no exercise of the underwriters’ option to purchase additional shares of our Class A common stock), at various initial public offering prices. For illustrative purposes, we have assumed that all of the time-based vesting conditions applicable to certain of the LLC Profits Interests will have been satisfied at the closing of this offering. We do not expect the performance-based vesting conditions applicable to certain of the LLC Profits Interests (as described below) to be satisfied in connection with this offering; however, such conditions may be satisfied if the future trading price of our Class A common stock meets or exceeds certain thresholds.

Assumed IPO Price	Class A Issuable in this Offering and the Transactions	Class A Issuable in Founder Class B Exchanges and Management Profits Interests Exchanges	Total Class A Issuable	Percentage of Total Class A Issuable Attributable to Founder Class B Exchanges and Management Profits Interests Exchanges
$	​		​	​	%
$	​		​	​	%
$	​		​	​	%
$	​		​	​	%
$	​		​	​	%
$	​		​	​	%
$	​		​	​	%
$	​		​	​	%
$	​		​	​	%

Following this offering, certain of the outstanding LLC Profits Interests will be subject to performance-based vesting conditions, vesting in three equal tranches based on the average closing trading price of our Class A common stock on the NYSE over a period of twenty-five consecutive trading days meeting thresholds of $80.00 per share, $104.00 per share and $120.00 per share. For illustrative purposes only, the table below sets forth the number of shares of Class A common stock issuable in connection with a Founder Class B Exchange and a Management Profits Interests Exchange following the Transactions, at various hypothetical future trading prices per share of our Class A common stock that correspond to the three performance-based vesting thresholds. Each hypothetical future trading price set forth in the table below reflects the average closing trading price of our Class A common stock on the NYSE over a period of twenty-five consecutive trading days. For illustrative purposes, we have assumed that all of the time-based vesting conditions applicable to certain of the LLC Profits Interests will have been satisfied at the time each of the three performance-based vesting thresholds is met.

Hypothetical Trading Price Per Share	Class A Issuable in this Offering and the Transactions	Class A Issuable in Founder Class B Exchanges and Management Profits Interests Exchanges	Total Class A Issuable	Percentage of Total Class A Issuable Attributable to Founder Class B Exchanges and Management Profits Interests Exchanges
$80.00	​		​	​	%
$104.00	​		​	​	%
$120.00	​		​	​	%

34

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present the summary historical consolidated financial and other data for Authentic Brands Group LLC and its subsidiaries. Authentic Brands Group LLC is the predecessor of the issuer, Authentic Brands Group Inc., for financial reporting purposes. The summary consolidated statement of operations data for each of the years in the two-year period ended December 31, 2020 are derived from the audited consolidated financial statements of Authentic Brands Group LLC and its subsidiaries contained herein. The summary consolidated statement of operations data for the three months ended March 31, 2020 and 2021 and the summary consolidated balance sheet data as of March 31, 2021, are derived from the unaudited consolidated financial statements of Authentic Brands Group LLC and its subsidiaries contained herein. In our opinion, the unaudited consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and contain all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of such financial information.

The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and the results for any interim period are not necessarily indicative of the results that may be expected for a full year. The information set forth below should be read together with the “Selected Historical Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

The summary unaudited pro forma consolidated financial data of Authentic Brands Group Inc. presented below have been derived from our unaudited pro forma consolidated financial statements included elsewhere in this prospectus. The summary unaudited pro forma financial data for the year ended December 31, 2020 and as of and for the three months ended March 31, 2021 give effect to the Transactions as described in “The Transactions,” including this offering, as well as certain other items described therein, including the 2020 F21 and JCP Acquisitions, as if all such transactions had occurred on January 1, 2020, in the case of the summary unaudited pro forma consolidated statements of operations data, and as of March 31, 2021, in the case of the summary unaudited pro forma consolidated balance sheet data. The unaudited pro forma financial data include various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial data.

The summary historical consolidated financial and other data of Authentic Brands Group Inc. have not been presented, as Authentic Brands Group Inc. has had no business transactions or activities to date and had no assets or liabilities during the periods presented in this section.

​

Historical Authentic Brands Group LLC

Pro Forma Authentic Brands Group Inc.(1)

(in thousands, except share and per share data)

Year ended December 31,

Three months ended March 31,

Year ended December 31,

Three months ended March 31,

2019

2020

2020

2021

2020

2021

Consolidated statement of operations data:

​

​

​

​

​

​

​

​

​

​

​

​

Revenue

​

​

​

​

​

​

​

​

​

​

​

​

Licensing revenue

​

$

469,281

​

$

471,340

​

$

117,361

​

$

153,299

​

$

—

​

$

—

Commission and other income

​

​

11,107

​

​

17,602

​

​

3,180

​

​

6,804

​

​

​

​

​

​

Total revenue

​

​

480,388

​

​

488,942

​

​

120,541

​

​

160,103

​

​

​

​

​

​

Costs and operating expenses

​

​

​

​

​

​

​

​

​

​

​

​

Payroll and consulting

​

​

78,956

​

​

79,560

​

​

17,124

​

​

24,484

​

​

​

​

​

​

Marketing direct costs

​

​

24,037

​

​

24,427

​

​

2,119

​

​

4,380

​

​

​

​

​

​

35

​

Historical Authentic Brands Group LLC

Pro Forma Authentic Brands Group Inc.(1)

(in thousands, except share and per share data)

Year ended December 31,

Three months ended March 31,

Year ended December 31,

Three months ended March 31,

2019

2020

2020

2021

2020

2021

General and administrative expenses

​

$

39,408

​

$

33,464

​

$

8,310

​

$

8,950

​

​

​

​

Impairment of trademarks

​

​

4,742

​

​

43,447

​

​

—

​

​

—

​

​

​

​

Revaluation of contingent consideration related to acquisitions

​

​

1,259

​

​

(2,918)

​

​

266

​

​

157

​

​

​

​

Write off of intangible assets

​

​

113

​

​

—

​

​

—

​

​

—

​

​

​

​

Depreciation and amortization

​

​

9,854

​

​

8,758

​

​

1,989

​

​

2,581

​

​

​

​

Total costs and operating expenses

​

​

158,369

​

​

186,738

​

​

29,808

​

​

40,552

​

​

​

​

Operating income

​

​

322,019

​

​

302,204

​

​

90,733

​

​

119,551

​

​

​

​

Other income (expense)

​

​

​

​

​

​

​

​

​

​

​

​

Loss on modification and extinguishment of loan

​

​

—

​

​

(5,643)

​

​

(5,011)

​

​

(253)

​

​

​

​

Interest expense

​

​

(120,717)

​

​

(93,258)

​

​

(23,543)

​

​

(22,912)

​

​

​

​

Interest income

​

​

768

​

​

2,589

​

​

207

​

​

934

​

​

​

​

Unrealized gain (loss) on investments

​

​

(3,783)

​

​

1,368

​

​

(824)

​

​

1,015

​

​

​

​

Realized gain (loss) on sale of investments

​

​

(93,877)

​

​

656

​

​

—

​

​

766

​

​

​

​

Gain from Tilray amendment

​

​

—

​

​

37,148

​

​

37,148

​

​

—

​

​

​

​

Other income, net

​

​

2,720

​

​

14,803

​

​

2,942

​

​

1,356

​

​

​

​

Income before income taxes and equity in net income (share in losses) of investments accounted under the equity method

​

​

107,130

​

​

259,867

​

​

101,652

​

​

100,457

​

​

​

​

Income tax expense

​

​

18,738

​

​

26,774

​

​

4,923

​

​

6,489

​

​

​

​

Equity in net income (share in losses) of investments accounted under the equity method

​

​

8,142

​

​

(7,820)

​

​

(35,927)

​

​

200,967

​

​

​

​

Net income

​

​

96,534

​

​

225,273

​

​

60,802

​

​

294,935

​

​

​

​

Net income attributable to non-controlling interests

​

​

24,053

​

​

14,274

​

​

6,600

​

​

16,791

​

​

​

​

Net income attributable to ABG LLC

​

$

72,481

​

$

210,999

​

$

54,202

​

$

278,144

​

$

​

$

Pro forma net income per share data (unaudited)(2):

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma weighted average shares of Class A common stock and Class B common stock outstanding:

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

​

​

​

​

​

​

​

​

Diluted

​

​

​

​

​

​

​

​

​

​

​

​

36

​	Historical Authentic Brands Group LLC				Pro Forma Authentic Brands Group Inc.(1)
(in thousands, except share and per share data)	Year ended December 31,		Three months ended March 31,		Year ended December 31,			Three months ended March 31,
	2019	2020	2020	2021	2020			2021
Pro forma net income available to Class A common stock and Class B common stock per share:	​	​	​	​	​			​
Basic	​	​	​	​	​	$	—	​	$	—
Diluted	​	​	​	​	​	$	—	​	$	—

​	Historical Authentic Brands Group LLC			Pro Forma Authentic Brands Group Inc.(1)
(in thousands)	As of March 31, 2021
Consolidated balance sheet data:	​	​	​	​	​	​
Cash and cash equivalents	​	$	457,318	​	$
Total assets	​	​	3,234,841	​	​	​
Total liabilities	​	​	2,289,470	​	​	​
Non-controlling interest in ABG LLC subsidiaries(3)	​	​	22,008	​	​	​
Non-controlling interest in ABG LLC(4)	​	​	282,414	​	​	​
ABG LLC members’/ABG Inc. stockholders’ equity	​	​	640,949	​	​	​

​

Year ended December 31,

Three months ended March 31,

(in thousands)

2019

2020

2020

2021

Consolidated statement of cash flows data:

​

​

​

​

​

​

​

​

Net cash provided by operating activities

​

$

249,855

​

$

281,426

​

$

71,945

​

$

110,452

Net cash (used in) provided by investing activities

​

​

(172,254)

​

​

(297,898)

​

​

(100,079)

​

​

48,797

Net cash (used in) provided by financing activities

​

​

(65,432)

​

​

176,335

​

​

102,809

​

​

45,347

​

Historical Authentic Brands Group LLC

Pro Forma Authentic Brands Group Inc.(1)

​

Year ended December 31,

Three months ended March 31,

Year ended December 31,

Three months ended March 31,

(dollar amounts in thousands)

2019

2020

2020

2021

2020

2021

Other data:

​

​

​

​

​

​

​

​

​

​

​

​

Adjusted EBITDA(5)

​

$

352,440

​

$

373,347

​

$

94,739

​

$

120,496

​

$

​

$

Adjusted EBITDA Margin(5)

​

​

73%

​

​

76%

​

​

79%

​

​

75%

​

​

%

​

​

%

Net Income Attributable to ABG LLC

​

$

72,481

​

$

210,999

​

$

54,202

​

$

278,144

​

​

​

​

​

​

Net Income Attributable to ABG LLC Margin

​

​

15%

​

​

43%

​

​

45%

​

​

174%

​

​

​

​

​

​

Adjusted Net Income(5)

​

​

​

​

​

​

​

​

​

​

​

​

(1)

Pro forma figures give effect to the Transactions, including the offering and sale of           shares of Class A common stock in this offering at an initial public offering price of $      per

37

share, which is the midpoint of the price range set forth on the cover page of this prospectus, as well as certain other items, including the 2020 F21 and JCP Acquisitions. See “Unaudited Pro Forma Consolidated Financial Information” for a detailed presentation of the unaudited pro forma information, including a description of the transactions and assumptions underlying the pro forma adjustments.

(2)

See Note 6 to the unaudited pro forma consolidated statements of operations in “Unaudited Pro Forma Consolidated Financial Information” for the computations of the pro forma weighted average shares of Class A common stock and Class B common stock outstanding.

(3)

This represents the combined balance of all non-controlling interests in ABG LLC subsidiaries, which are presented separately in the consolidated balance sheet as redeemable controlling interests and non-controlling interests for accounting purposes.

(4)

Upon completion of the Transactions, we will become the sole managing member of ABG LLC. Although we will have a minority economic interest in ABG LLC, we will have the sole voting interest in, and control the management of, ABG LLC. As a result, we will consolidate the financial results of ABG LLC and will report a non-controlling interest related to the LLC Common Interests held by the Continuing ABG LLC Owners on our consolidated balance sheet. See “Unaudited Pro Forma Consolidated Financial Information.”

(5)

See “Non-GAAP Financial Measures” for definitions of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income. EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are included in this prospectus because they are key metrics used by management and our board of directors to assess our financial performance and by analysts, investors and other interested parties to evaluate companies in our industry.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are not GAAP measures of our financial performance or liquidity and should not be considered as alternatives to net income as a measure of financial performance or net cash flows from operations as measures of liquidity, or any other performance measure derived in accordance with GAAP. These measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In the future, we may incur expenses or charges such as those for which we adjust in the calculation of EBITDA, Adjusted EBITDA, EBITDA Margin and Adjusted Net Income. These measures are also not intended to be measures of free cash flow for management’s discretionary use, as they do not reflect tax payments, debt service requirements and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs. Management compensates for these limitations by relying on our GAAP results in addition to using EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income. Our measures of EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Net Income are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

38

A reconciliation of net income to EBITDA, Adjusted EBITDA and Adjusted Net Income is set forth below:

​

Historical Authentic Brands Group LLC

Pro Forma Authentic Brands Group Inc.(a)

​

Year ended December 31,

Three months ended March 31,

Year ended December 31,

Three months ended March 31,

(in thousands)

2019

2020

2020

2021

2020

2021

Net income

​

$

96,534

​

$

225,273

​

$

60,802

​

$

294,935

​

$

​

$

Add (Deduct):

​

​

​

​

​

​

​

​

​

​

​

​

Income tax expense

​

​

18,738

​

​

26,774

​

​

4,923

​

​

6,489

​

​

​

​

Depreciation and amortization

​

​

9,854

​

​

8,758

​

​

1,989

​

​

2,581

​

​

​

​

Interest expense, net

​

​

119,949

​

​

90,669

​

​

23,336

​

​

21,978

​

​

​

​

EBITDA

​

$

245,075

​

$

351,474

​

$

91,050

​

$

325,983

​

$

​

$

Other adjustments:

​

​

​

​

​

​

Income attributable to non-controlling interest

​

​

(24,053)

​

​

(14,274)

​

​

(6,600)

​

​

(16,791)

​

​

​

​

Income attributable to non-controlling interest – Noncash(b)

​

​

—

​

​

(15,137)

​

​

—

​

​

—

​

​

​

​

Deferred compensation and share-based compensation(c)

​

​

26,604

​

​

30,494

​

​

7,195

​

​

12,333

​

​

​

​

Impairment of trademarks

​

​

4,742

​

​

43,447

​

​

—

​

​

—

​

​

​

​

(Equity income)/share in losses of OpCo investees – Noncash(d)

​

​

(2,673)

​

​

17,177

​

​

37,009

​

​

(199,704)

​

​

​

​

Unrealized loss (gain) on investments

​

​

2,389

​

​

(1,368)

​

​

824

​

​

(1,015)

​

​

​

​

Realized loss (gain) on sale of investments(e)

​

​

93,877

​

​

(656)

​

​

—

​

​

(766)

​

​

​

​

Financing related adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

Financing costs, loan modification fees and loss on extinguishment of loans(f)

​

​

2,027

​

​

5,643

​

​

5,011

​

​

253

​

​

​

​

Gain from Tilray amendment(e)

​

​

—

​

​

(37,148)

​

​

(37,148)

​

​

—

​

​

Costs related to Tilray profit participation agreement(g)

​

​

(2,205)

​

​

280

​

​

—

​

​

—

​

​

​

​

Facility exit costs and non-operating rent expense(h)

​

​

4,628

​

​

1,142

​

​

310

​

​

—

​

​

​

​

Income where cash proceeds were used to fund an acquisition(i)

​

​

(3,333)

​

​

(3,333)

​

​

(833)

​

​

—

​

​

​

​

Impairment of right of use asset (non-cash)(j)

​

​

3,157

​

​

—

​

​

—

​

​

—

​

​

​

​

Gain on settlement of a lease (non-cash)(k)

​

​

—

​

​

(2,427)

​

​

—

​

​

—

​

​

​

​

Brand acquisition costs(l)

​

​

1,113

​

​

1,206

​

​

55

​

​

—

​

​

​

​

Revaluation of contingent consideration related to acquisitions (non-cash)(m)

​

​

1,259

​

​

(2,918)

​

​

266

​

​

—

​

​

​

​

Change in fair value of investments related to license agreements(n)

​

​

(46)

​

​

(492)

​

​

(2,400)

​

​

—

​

​

​

​

Others

​

​

(121)

​

​

237

​

​

—

​

​

203

​

​

​

​

Adjusted EBITDA

​

$

352,440

​

$

373,347

​

$

94,739

​

$

120,496

​

$

​

$

39

​	Historical Authentic Brands Group LLC				Pro Forma Authentic Brands Group Inc.(a)
​	Year ended December 31,		Three months ended March 31,		Year ended December 31,		Three months ended March 31,
(in thousands)	2019	2020	2020	2021	2020		2021
Add (Deduct):	​	​	​	​	​		​
Depreciation and amortization	​	​	​	​	​		​
Interest expense, net	​	​	​	​	​		​
Income tax benefit (expense), adjusted(o)	​	​	​	​	​		​
Cash income tax benefit from amortization of IP and other intangibles(p)	​	​	​	​	​	​	​	​
Adjusted Net Income	​	​	​	​	​	$	​	$

(a)

Pro forma figures give effect to the Transactions, including this offering, as well as certain other items, including the 2020 F21 and JCP Acquisitions. See “Unaudited Pro Forma Consolidated Financial Information” for a detailed presentation of the unaudited pro forma information, including a description of the transactions and assumptions underlying the pro forma adjustments.

(b)

This relates to the non-controlling interest owners’ proportionate share of the non-cash impairment charge recognized by certain of the Company’s majority-owned subsidiaries, which was included in the determination of net income of such subsidiaries. This adjustment is intended to make the total income attributable to non-controlling interest consistent with the expected distributions to non-controlling interest owners, which are based on operating cash flows pursuant to the relevant operating agreements.

(c)

These expenses represent the non-cash expense related to the vesting of the profits interests and notional units granted to certain employees of the Company, determined based on the estimated grant date fair value of the profits interests and the latest estimated fair value of the notional units.

(d)

This relates to our Equity income or share in losses in SPARC and F21 Holdings, who are also our licensing partners, and Copper Retail. We are not actively involved in the management of these affiliates and have no control over the terms or amount of their cash distributions. Equity income in investees where the Company does not expect distributions from the investees and losses where the Company does not have an obligation to fund those losses and does not plan to fund them are excluded from our determination of Adjusted EBITDA. To the extent that earnings are distributed or that losses are funded by the Company, related distributions or funding are included in the determination of Adjusted EBITDA.

(e)

The realized loss on sale of investments in 2019 relates to the losses on the sale of equity securities received as part of a Profit Participation Agreement with Tilray. Upon receipt of these equity securities, these were recorded as part of the profit participation liability and were not recognized in our consolidated statement of operations and in our view, the losses are not directly attributable to our operations. The gain on write off of the profit participation liability is a consequence of the amendment of the agreement in 2020, whereby the repayable portion of the liability has been extinguished. Similarly, the recognition of this liability in 2019 did not impact our consolidated statement of operations and in our view, the gain is not directly attributable to our operations. See further discussions in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

(f)

These expenses relate to costs incurred as part of our capital raising activities or the refinancing of our term loans and are not directly attributable to our operations.

(g)