お知らせ • Dec 31
Digital Brands Group, Inc. (NasdaqCM:DBGI) completed the acquisition of Sunnyside, LLC from Moise Emquies, George Levy, Matthieu Leblan and Carol Ann Emquies
Digital Brands Group, Inc. (NasdaqCM:DBGI) signed a Membership Interest Purchase Agreement to acquire Sunnyside, LLC from Moise Emquies, George Levy, Matthieu Leblan and Carol Ann Emquies for $41.5 million on January 18, 2022. Pursuant to the terms, Digital Brands Group will pay $20 million in cash, $7.5 million in shares and $14 million in promissory notes due December 31, 2022, subject to adjustment. As on June 21, 2022, Digital Brands Group, Inc. and Sunnyside, LLC revised their previously disclosed Membership Interest Purchase Agreement as follows, Digital Brands Group, Inc. will pay $5 million in cash, $7 million paid in either cash or equity, at the option of the Sellers at the Issuance Price, and $20 million in equity valued at the Issuance Price. Sundry's founders and senior leadership team will remain with the company. If the company terminates the agreement, the buyer shall pay to the sellers a fee of $2,500,000 paid in buyer shares. Sunnyside reported net revenue of $22.8 million, Operating income of $0.5 million, Net income of $1.75 million, cash of $0.42 million, Total assets of $6.45 million, Total liabilities of $1.92 million and Total members’ equity of $4.53 million for the year ended December 31, 2021. DBGI assumed $2.6 million of liabilities of Sunnyside. Approval of stockholders of Digital Brands Group, Inc. will be required to close the transaction. The transaction is expected to close in the third quarter of 2022. If the acquisition of Sundry is not closed by June 30, 2022, the agreement terminates. This acquisition is expected to be immediately accretive in revenues and internal cash flow. As on October 13, 2022, Digital Brands Group, Inc. and Sunnyside, LLC revised their previously disclosed definitive acquisition agreement to require less cash and equity to close the transaction. Under the terms of the revised agreement, holders of Sundry membership interests will exchange all such interests for (i) $7.5 million in cash, (ii) $1.0 million in equity valued at the Issuance Price, and (iii) $5.5 million in debt to the sellers. The Company believes the transaction should close in November. As of December 2, 2022, the transaction is expected to close on Friday, December 9th or Friday, December 16th. The acquisition is expected to be accretive to EBITDA immediately upon completion. As of December 16, 2022, Digital Brands Group, Inc. has signed and secured the debt documents that will provide the remaining $2.5 million in funding for the Sunnyside, LLC acquisition. The debt provider, December 23rd as the funding and closing date for the Sundry acquisition.
Jackie Liu of Morrison & Foerster LLP acted as legal advisor to the sellers while Thomas J. Poletti of Manatt, Phelps & Phillips, LLP acted as legal advisor to Digital Brands Group, Inc. The transfer agent and registrar for Digital Brands Group, Inc. is VStock Transfer, LLC.
Digital Brands Group, Inc. (NasdaqCM:DBGI) completed the acquisition of Sunnyside, LLC from Moise Emquies, George Levy, Matthieu Leblan and Carol Ann Emquies on December 30, 2022.