DIVESTITURES

9 Months Ended

Nov. 03, 2024

Sale of Warner’s, Olga and True&Co. Women’s Intimates Businesses

The Company entered into a definitive agreement on November 10, 2023 to sell its women’s intimates businesses conducted under the Warner’s, Olga and True&Co. trademarks to Basic Resources for $160.0 million in cash and completed the sale on November 27, 2023 for net proceeds of $155.6 million, after transaction costs. The final carrying value of the net assets sold on the closing date was $140.3 million, which consisted of $44.5 million of inventory and $95.8 million of tradenames.

In connection with the closing of the transaction, the Company recorded a gain of $15.3 million in the fourth quarter of 2023, which represented the excess of the amount of consideration received over the net carrying value of the assets, less costs to sell. An incremental gain of $10.0 million was recorded in the first quarter of 2024 due to the accelerated realization of the earnout provided for in the agreement with Basic Resources, which is being paid in installments to the Company through the first quarter of 2025. The Company received $5.0 million of the earnout during the thirty-nine weeks ended November 3, 2024. These gains were recorded in other gain in the Company’s Consolidated Statements of Operations for the respective period and included in the Heritage Brands Wholesale segment.

The Company classified the assets subject to the Heritage Brands intimates transaction as held for sale in the Company’s Consolidated Balance Sheet as of October 29, 2023 which were included in the Heritage Brands Wholesale segment and consisted of the following:


(In millions)
Assets held for sale:
Inventories, net	$	43.2
Prepaid expenses	0.5
Goodwill, net (1)	—
Tradenames	95.8
Other Intangibles, net (2)	—




Total assets held for sale	$	139.5

(1) Goodwill, net includes goodwill, gross of $105.0 million and accumulated impairment losses of $105.0 million.

(2) Other Intangibles, net includes customer relationships, gross of $18.0 million and accumulated amortization of $18.0 million.