SQBG / Sequential Brands Group Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Material Modification to Rights of Security Holders, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 9, 2022 (March 3, 2022) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37656 Sequential Brands Group, Inc. (Exact name of registrant as specifi

Joint Plan of Liquidation.

Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) SEQUENTIAL BRANDS GROUP, INC., et al.,1 ) Case No. 21-11194 (JTD) ) Debtors. ) (Jointly Administered) ) FIRST AMENDED JOINT PLAN OF LIQUIDATION OF SEQUENTIAL BRANDS GROUP, INC. AND ITS DEBTOR AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE Nothing contained herein shall constitute an off

Order Confirming the Plan of Liquidation.

Exhibit 2.2 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE In re: SEQUENTIAL BRANDS GROUP, INC., et al., Debtors.1 : : : : : : : Chapter 11 Case No. 21-11194 (JTD) Jointly Administered : FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER CONFIRMING THE First Amended Joint Plan of LIQUIDATION of Sequential brands group, inc. and its debtor affiliates pursuant to chapter 11 of the bankruptcy code

Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 25, 2022 (February 22, 2022) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction o

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 18, 2021 (November 12, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction o

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 12, 2021 (November 9, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 3, 2021 (October 28, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

Asset Purchase Agreement by and between JJWHP, LLC and William Rast Licensing, LLC.

Exhibit 10.2 Execution Version ASSET PURCHASE AGREEMENT by and between JJWHP, LLC as Buyer and William Rast Licensing, LLC, as Seller October 28, 2021 TABLE OF CONTENTS PAGE Article 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 Construction 6 Article 2 Purchase And Sale 7 Section 2.01 Purchase and Sale 7 Section 2.02 Assumed Liabilities 8 Section 2.03 Excluded Liabilities 9 Section 2.04

Second Amended and Restated Asset Purchase Agreement by and among Centric Brands LLC and Joe's Holdings LLC.

Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and among Centric Brands LLC, as Buyer and JOE?S HOLDINGS LLC, as Seller October 28, 2021 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Construction 7 ARTICLE 2 PURCHASE AND SALE 8 Section 2.01 Purchase and Sale 8 Section 2.02 Assumed Liabilities 10 Section 2.03 Excluded

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 1, 2021 (October 28, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

Asset Purchase Agreement by and between WRBH Brands Group LLC and William Rast Licensing, LLC.

Exhibit 10.1 Execution Version ASSET PURCHASE AGREEMENT by and between WRBH Brands Group LLC, as Buyer and William Rast Licensing, LLC, as Seller October 19, 2021 TABLE OF CONTENTS PAGE Article 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 Construction 7 Article 2 Purchase And Sale 7 Section 2.01 Purchase and Sale 7 Section 2.02 Assumed Liabilities 8 Section 2.03 Excluded Liabilities 9 S

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 21, 2021 (October 19, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

Membership Interest Purchase Agreement by and between Sequential Brands Group, Inc. and With You, Inc., dated October 7, 2021.

Exhibit 10.1 Execution Version MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between SEQUENTIAL BRANDS GROUP, INC. and WITH YOU, INC. October 7, 2021 TABLE OF CONTENTS PAGE Article 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 Construction 8 Article 2 Purchase And Sale 8 Section 2.01 Purchase and Sale 8 Section 2.02 Assignment of Contracts and Rights 9 Section 2.03 Estimated Purchase Pri

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 8, 2021 (October 7, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of in

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 8, 2021 (October 7, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of in

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 29, 2021 (September 23, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction

Amended and Restated Asset Purchase Agreement by and among Centric Brands LLC and Joe's Holdings LLC, dated September 23, 2021.

Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and among Centric Brands LLC, as Buyer and JOE?S HOLDINGS LLC, as Seller September 23, 2021 TABLE OF CONTENTS PAGE Article 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 Construction 7 Article 2 Purchase And Sale 8 Section 2.01 Purchase and Sale 8 Section 2.02 Assumed Liabilities 10 Section 2.03 Excluded Liabi

SQBG / Sequential Brands Group Inc / STEWART MARTHA Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) Under the Securities Exchange Act of 1934 Sequential Brands Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 81734P107 (CUSIP Number) Andrew J. Nussbaum Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 (Name, Add

Asset Purchase Agreement by and among Gainline Galaxy Holdings LLC, Sequential Brands Group, Inc. and the other sellers party thereto

Exhibit 2.1 EXHIBIT 2.1 GALAXY APA ASSET PURCHASE AGREEMENT by and among GAINLINE GALAXY HOLDINGS LLC, SEQUENTIAL BRANDS GROUP, INC. and THE OTHER SELLERS PARTY HERETO Dated as of August 31, 2021 TABLE OF CONTENTS Page Article I PURCHASE AND SALE OF THE BUSINESS 1 Section 1.1 Purchase and Sale of Interests and Assets 1 Section 1.2 Excluded Assets 3 Section 1.3 Assumption of Liabilities 5 Section 1

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 31, 2021 (August 25, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of in

RESTRUCTURING SUPPORT AGREEMENT

Exhibit 99.3 THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE (AS DEFINED HEREIN). ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE, IF APPLICABLE. NOTHING CONTAINED IN

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Bankruptcy or Receivership

8-K 1 tm2126672d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 31, 2021 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jur

Sequential Brands Group Commences Voluntary Chapter 11 Proceedings Company to Facilitate Transaction Process and Sale of Its Assets Through Court-Supervised Process Receives a Commitment for $150 Million in Debtor-in-Possession Financing

Exhibit 99.2 Sequential Brands Group Commences Voluntary Chapter 11 Proceedings Company to Facilitate Transaction Process and Sale of Its Assets Through Court-Supervised Process Receives a Commitment for $150 Million in Debtor-in-Possession Financing NEW YORK, August 31, 2021 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (?Sequential? or the ?Company?) (NASDAQ:SQBG) today announced that it, tog

List of Filing Subsidiaries

Exhibit 99.1 List of Filing Subsidiaries 1. SQBG, Inc. 2. Sequential Licensing, Inc. 3. William Rast Licensing, LLC 4. Heeling Sports Limited 5. Brand Matter, LLC 6. SBG FM, LLC 7. Galaxy Brands LLC 8. The Basketball Marketing Company, Inc. 9. American Sporting Goods Corporation 10. LNT Brands LLC 11. Joe?s Holdings LLC 12. Gaiam Brand Holdco, LLC 13. Gaiam Americas, Inc. 14. SBG-Gaiam Holdings, L

Asset Purchase Agreement by and among Centric Brands LLC and Joe's Holdings LLC

EX-2.2 3 tm2126672d1ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 EXECUTION VERSION EXHIBIT 2.2 CENTRIC APA ASSET PURCHASE AGREEMENT by and among Centric Brands LLC, as Buyer and JOE’S HOLDINGS LLC, as Seller August 31, 2021 TABLE OF CONTENTS PAGE Article 1 Definitions 1 Section 1.01 Definitions 1 Section 1.02 Construction 7 Article 2 Purchase And Sale 8 Section 2.01 Purchase and Sale 8 Section 2.02 Assumed L

Sequential Brands Group Receives Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standards; Transfer of Listing.

Exhibit 99.1 Sequential Brands Group Receives Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standards; Transfer of Listing. NEW YORK, August 31, 2021 (GLOBE NEWSWIRE) - As previously disclosed, on May 25, 2021, Sequential Brands Group, Inc. (?Sequential? or the ?Company?) and certain of its subsidiaries received a letter from the Nasdaq Stock Market (?Nasdaq?) notifying the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25

NT 10-Q 1 tm2125350d1nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-37656 CUSIP NUMBER 81734P107 NOTIFICATION OF LATE FILING (Check One): Form 10-K Form 20-F Form 11-K X Form 10-Q Form 10-D Form 10-D Form N-SAR Form N-CSR For Period Ended: June 30, 2021 Transition Report on Form 10-K Transition Report on Form 20-F Transitio

Limited Waiver and Consent to Amended Wilmington Credit Agreement, dated as of August 10, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent. and the lenders party thereto.

Exhibit 10.2 Execution Version LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this ?Waiver?) dated as of August 10, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent (t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 tm2124795d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 11, 2021 (August 10, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (

Limited Consent to Third Amended and Restated Credit Agreement, dated as of August 10, 2021, between Sequential Brands Group, Inc., certain Subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent, and the lenders party thereto.

Exhibit 10.3 Execution Version LIMITED CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS LIMITED CONSENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this ?Consent?), dated as of August 10, 2021, is entered into by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent for Lenders (in such capacity, together with its successors and assigns in su

Waiver to Amended BOA Credit Agreement, dated as of August 10, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto.

Exhibit 10.1 EXECUTION VERSION EXTENSION OF LIMITED WAIVER AGREEMENT This EXTENSION OF LIMITED WAIVER AGREEMENT, dated as of August 10, 2021 (this ?Agreement?), among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto (together with the Borrower, individually, a ?Loan Party?, and collectively, the ?Loan Parties?), the lenders (the ?Lenders?) under,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 10-K/A Amendment No. 1 ? (Mark One) ? ? ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? For the fiscal year ended December 31, 2020 ? ? ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? For the transition period from to . ? Commissio

Sale and Purchase Agreement between Brand Matter, LLC and Caribbean Joe Holdings, LLC dated July 30, 2021

Exhibit 10.2 Execution Version SALE AND PURCHASE AGREEMENT This SALE AND PURCHASE AGREEMENT is entered into as of July 30, 2021 (the ?Closing Date?), by and between Brand Matter, LLC, a Delaware limited liability company (?Seller?), and Caribbean Joe Holdings, LLC, a New Jersey limited liability company (?Buyer?). RECITALS WHEREAS, Buyer desires to purchase from Seller the Purchased Assets (as def

Sale and Purchase Agreement between Brand Matter, LLC and Ellen Tracy Holdings, LLC dated July 30, 2021

Exhibit 10.1 Execution Version SALE AND PURCHASE AGREEMENT This SALE AND PURCHASE AGREEMENT is entered into as of July 30, 2021 (the ?Closing Date?), by and between Brand Matter, LLC, a Delaware limited liability company (?Seller?), and Ellen Tracy Holdings, LLC, a New Jersey limited liability company (?Buyer?). RECITALS WHEREAS, Buyer desires to purchase from Seller the Purchased Assets (as defin

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 5, 2021 (July 30, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2021 (July 21, 2021) SEQ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2021 (July 21, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorp

Purchase Agreement between Elan Polo International, Inc., and Sequential Brands Group, Inc. dated July 19, 2021

Exhibit 10.1 Execution Version PURCHASE AGREEMENT This PURCHASE AGREEMENT, dated as of July 19, 2021 (this ?Agreement?), is made and entered into by and among Elan Polo International, Inc., a Missouri corporation (the ?Buyer?), and Sequential Brands Group, Inc., a Delaware corporation (the ?Seller? and, together with the Buyer, the ?Parties?). RECITALS WHEREAS, the Seller owns 65% of the issued an

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 tm2122807d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 21, 2021 (July 19, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (Stat

SQBG / Sequential Brands Group Inc / STEWART MARTHA Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Sequential Brands Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 81734P107 (CUSIP Number) Andrew J. Nussbaum Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 (Name, Add

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 9, 2021 (July 7, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpor

Limited Waiver and Consent to Amended Wilmington Credit Agreement, dated as of July 8, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

Exhibit 10.1 Execution Version LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this ?Waiver?) dated as of July 8, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent (the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 8, 2021 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commiss

LIMITED WAIVER AGREEMENT

Exhibit 10.1 Execution Version LIMITED WAIVER AGREEMENT This LIMITED WAIVER AGREEMENT, dated as of July 2, 2021 (this ?Agreement?), among SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto (together with the Borrower, individually, a ?Loan Party?, and collectively, the ?Loan Parties?), the lenders (the ?Lenders?) under, and as defined in, the Credit

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 2, 2021 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commiss

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 25, 2021 (June 24, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 22, 2021 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commis

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 tm2120060d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 21, 2021 (June 17, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (Stat

Waiver to Amended BOA Credit Agreement, dated as of June 17, 2021, between Sequential Brands Group, Inc., Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto.

Exhibit 10.1 June 17, 2021 Sequential Brands Group, Inc. 1407 Broadway, 38th Floor New York, NY 10018 Attention: Lorraine DiSanto Dear Lorraine: Reference is hereby made to (x) that certain Third Amended and Restated First Lien Credit Agreement dated as of July 1, 2016 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the ?Credit Agreement?) by and

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 14, 2021 (June 11, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorp

Limited Waiver and Consent to Credit Agreement, dated as of June 7, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

Exhibit 10.1 Execution Version LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this ?Waiver?) dated as of June 7, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent (the

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2021 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commiss

Waiver Letter to the Third Amended and Restated First Lien Credit Agreement, dated as of May 25, 2021, among Sequential Brands Group, Inc., Bank of America, N.A., as administrative agent and collateral agent, and the lenders party thereto.

EX-10.2 3 tm2117691d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 May 25, 2021 Sequential Brands Group, Inc. 1407 Broadway, 38th Floor New York, NY 10018 Attention: Lorraine DiSanto Dear Lorraine: Reference is hereby made to that certain Third Amended and Restated First Lien Credit Agreement dated as of July 1, 2016 (as amended, restated, amended and restated, supplemented, or otherwise modified from time

Limited Waiver to Third Amended and Restated Credit Agreement, dated as of May 25, 2021, among Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

Exhibit 10.1 Execution Version LIMITED WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS LIMITED WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this ?Waiver?), dated as of May 25, 2021, is entered into by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent for Lenders (in such capacity, together with its successors and assigns in such cap

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 27, 2021 (May 25, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpor

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 24, 2021 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commiss

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 18, 2021 (May 12, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-37656 CUSIP NUMBER 81734P107 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 1

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 11, 2021 (May 10, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpor

Limited Waiver and Consent to Credit Agreement, dated as of May 10, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

Exhibit 10.1 LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this ?Waiver?) dated as of May 10, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent (the ?Agent?), in consi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2021 (May 3, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporat

- FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2021 (May 3, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporat

- DEFA14A

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party Other than the Registrant ? Check the appropriate box: ? ? ? ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

- DEF 14A

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2021 (April 28, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of inco

Sequential Brands Group Announces Sale of Heelys Brand

Exhibit 99.1 ? Sequential Brands Group Announces Sale of Heelys Brand NEW YORK, April 26, 2021 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (Nasdaq:SQBG) announced today that it has closed on the sale of its Heelys brand to BBC International for $11 million in cash proceeds. ?The divestiture of the Heelys brand was an outcome of the Board?s exploration of strategic alternatives, a process that

Sale and Purchase Agreement between Heeling Sports Limited and BBC International LLC dated April 21, 2021

Exhibit 10.1 ? Execution Version SALE AND PURCHASE AGREEMENT This SALE AND PURCHASE AGREEMENT (this ?Agreement?) is entered into as of April 21, 2021 (the ?Closing Date?), by and between Heeling Sports Limited, a Delaware corporation (?Seller?), and BBC International LLC, a Florida limited liability company (?Buyer?). RECITALS WHEREAS, Buyer desires to purchase from Seller the Purchased Assets (as

Unaudited Pro Forma Condensed Consolidated Financial Statements

EX-99.2 4 sqbg-20210421xex99d2.htm EX-99.2 Exhibit 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements On April 21, 2021, Sequential Brands Group, Inc. (“Sequential” or the “Company”) entered into an asset purchase agreement (the “Purchase Agreement”) under Heeling Sports Limited, a wholly-owned subsidiary of the Company, with BBC International LLC (the “Buyer”), pursuant to which

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 27, 2021 (April 21, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-37656 47-4452789 (State or other jurisdiction o

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 20, 2021 (April 19, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of inco

Limited Waiver and Consent to Credit Agreement, dated as of April 19, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

EX-10.1 2 tm2113394d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Waiver”) dated as of April 19, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as

Subsidiaries of Sequential Brands Group, Inc.

EX-21.1 2 sqbg-20201231ex2111d057e.htm EX-21.1 EXHIBIT 21.1 SUBSIDIARIES OF SEQUENTIAL BRANDS GROUP, INC. Name State of Incorporation Ownership Percentage SQBG, Inc. Delaware 100 % Sequential Licensing, Inc. California 100 % William Rast Licensing, LLC Delaware 100 % Heeling Sports Limited Delaware 100 % Brand Matter, LLC Delaware 100 % SBG FM, LLC Delaware 100 % SBG Universe Brands, LLC Delaware

Annual Report - 10-K

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 10-K ? (Mark One) ? ? ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? For the fiscal year ended December 31, 2020 ? ? ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? For the transition period from to . ? Commission file number 001-

Sequential Brands Group Announces Fourth Quarter and Full Year 2020 Results

EX-99.1 2 tmb-20210415xex99d1.htm EX-99.1 Exhibit 99.1 Sequential Brands Group Announces Fourth Quarter and Full Year 2020 Results NEW YORK, April 15, 2021 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced financial results for the fourth quarter and full year ended December 31, 2020. Reverse Stock Split: On July 27, 2020, the Company’s

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 15, 2021 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporati

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-37656 CUSIP NUMBER 81734P107 NOTIFICATION OF LATE FILING (Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q ? Form 10-D Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2020 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 31, 2021 (March 26, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of inco

Limited Waiver and Consent to Credit Agreement, dated as of March 31, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto. Incorporated by reference to Exhibit 10.1 to Sequential’s Form 8-K, filed March 31, 2021.

Exhibit 10.1 Execution Version LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this ?Waiver?) dated as of March 31, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent (th

Limited Waiver and Consent to Credit Agreement, dated as of March 10, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

Exhibit 10.1 Execution Version LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this ?Waiver?) dated as of March 10, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent (th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 10, 2021 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commi

Limited Waiver and Consent to Credit Agreement, dated as of February 21, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

Exhibit 10.1 Execution Version LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this ?Waiver?) dated as of February 21, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the ?Borrower?), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 22, 2021 (February 21, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction o

Limited Waiver and Consent to Credit Agreement, dated as of January 31, 2021, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

Exhibit 10.1 LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Waiver”) dated as of January 31, 2021 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent (the “Agent”), in c

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 1, 2021 (January 31, 2021) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

Limited Waiver and Consent to Credit Agreement, dated as of December 31, 2020, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

Exhibit 10.1 Execution Version LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT THIS LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT (this “Waiver”) dated as of December 31, 2020 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administrative agent and collateral agent

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 31, 2020 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Co

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 3, 2020 (December 2, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

Sequential Brands Group Announces Relaunch of Broad Review of Strategic Alternatives

Exhibit 99.1 Sequential Brands Group Announces Relaunch of Broad Review of Strategic Alternatives NEW YORK, Dec. 02, 2020 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. ("Sequential" or the "Company") (NASDAQ:SQBG) today announced that its Board of Directors has relaunched a broad exploration of strategic alternatives available to the Company to best position it for success and maximize value. S

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 tmb-20201112x8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 16, 2020 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other juri

Sequential Brands Group Announces Third Quarter 2020 Results

Exhibit 99.1 Sequential Brands Group Announces Third Quarter 2020 Results NEW YORK, November 16, 2020 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced financial results for the third quarter ended September 30, 2020. Reverse Stock Split: On July 27, 2020, the Company’s previously announced 1 share-for-40 shares (1:40) reverse stock spli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Amended and Restated Bylaws of Sequential Brands Group, Inc., as of November 13, 2020.

FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF SEQUENTIAL BRANDS GROUP, INC.

Fifth Amendment to Third Amended and Restated Credit Agreement, dated as of November 16, 2020, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER ? THIS FIFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AND LIMITED WAIVER (this ?Amendment?) dated as of November 16, 2020 between SEQUENTIAL BRANDS GROUP, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tm2034769d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 2, 2020 (October 27, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789

Separation Agreement and General Release Agreement dated as of October 27, 2020 be and between Sequential Brands Group, Inc. and David Conn. Incorporated be reference to Exhibit 10.2 to Sequential Brands Group Inc.’s Form 8-K filed with the Securities and Exchange Commission on November 2, 2020.

EX-10.2 3 tm2034769d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SEPARATION AGREEMENT AND GENERAL RELEASE SEQUENTIAL BRANDS GROUP, INC. (the “Company”), and David Conn (including your successors, assigns, estate, heirs, executors and, administrators, which shall be collectively hereinafter referred to as “you”) understand that your employment with the Company has terminated effective as of the date set f

Employment Letter dated as of October 27, 2020 by and between Sequential Brands Group, Inc. and Lorraine DiSanto. Incorporated by reference to Exhibit 10.1 to Sequential Brands Group, Inc.’s Form 8-K filed with the Securities and Exchange Commission on November 2, 2020.

EX-10.1 2 tm2034769d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 October 27, 2020 Lorraine DiSanto [Redacted] Dear Lorraine, Congratulations! It is my pleasure to offer you employment with Sequential Brands Group, Inc. (“SQBG” or the “Company”) in the position of Chief Financial Officer commencing October 27, 2020 on the terms set forth in this letter. We are truly excited to have you join the Company. A

Second Amendment to the Employment Agreement dated as of January 6, 2020 by and between Sequential Brands Group, Inc. and David Conn dated October 1, 2020.

Exhibit 10.1 SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT This SECOND AMENDMENT, dated October 1, 2020 (the “Second Amendment”) amends the Employment Agreement, dated as of January 6, 2020 (as amended, the “Agreement”) by and between Sequential Brands Group, Inc. (the “Company”) and David Conn. (“Executive” and, collectively with the Company, the “Parties”). For good and valuable consideration, th

Fourth Amendment to the Amended Employment Letter dated as of June 5, 2017 (as amended by letter dated January 11, 2019 and letter dated January 24, 2020) by and between Sequential Brands Group, Inc. and Chad Wagenheim dated October 1, 2020.

Exhibit 10.2 October 1, 2020 Mr. Chad Wagenheim [Redacted] Dear Chad, Reference is made to the revised employment terms letter signed by you and Sequential Brands Group, Inc. (the “Company”), dated as of June 5, 2017 (as amended by letter dated January 11, 2019 and letter dated January 24, 2020, and as further amended by letter agreement dated June 3, 2020 (the “Third Amendment”), collectively, th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2020 (October 1, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of in

Second Amendment to the Amended Employment Letter dated as of January 6, 2020 by and between Sequential Brands Group, Inc. and Daniel Hanbridge dated October 1, 2020.

Exhibit 10.3 October 1, 2020 Mr. Daniel Hanbridge [Redacted] Dear Dan, Reference is made to (i) the amended employment terms letter signed by you and Sequential Brands Group, Inc. (the “Company”), dated as of January 6, 2020 (the “Amended Terms”), and (ii) the letter amendment to the Amended Terms dated as of June 3, 2020 (the “Amendment”, and together with the Amended Terms, the “Agreement”). Cap

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 17, 2020 (September 11, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction

- FORM S-8

As filed with the Securities and Exchange Commission on August 20, 2020 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 tm2028850d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 17, 2020 (August 11, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (

Quarterly Report - 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Sequential Brands Group Announces Second Quarter 2020 Results

Exhibit 99.1 Sequential Brands Group Announces Second Quarter 2020 Results NEW YORK, August 13, 2020 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (?Sequential? or the ?Company?) (Nasdaq:SQBG) today announced financial results for the second quarter ended June 30, 2020. ?Despite the ongoing challenges that the COVID-19 pandemic has presented, it has also demonstrated the durability of our busin

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 13, 2020 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) ? ? ? Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporat

Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated July 23, 2020. Incorporated by reference to Exhibit 3.1 to Sequential Brands Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2020.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SEQUENTIAL BRANDS GROUP, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Sequential Brands Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: That, the Board of Directors of the Corpora

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 tm2025751d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 27, 2020 (July 23, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (Stat

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 24, 2020 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commis

Sequential Brands Group, Inc. 2013 Stock Incentive Compensation Plan, as amended on March 2, 2020.

EXHIBIT 10.1 SEQUENTIAL BRANDS GROUP, INC., 2013 STOCK INCENTIVE COMPENSATION PLAN (as amended on March 2, 2020) 1. Establishment; Effective Date; Purposes; and Duration. (a) Establishment of the Plan; Effective Date. Sequential Brands Group, Inc., a Delaware corporation (the “Company”), hereby establishes this incentive compensation plan to be known as the “Sequential Brands Group, Inc., 2013 Sto

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 9, 2020 (June 5, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpor

Third Amendment to the Amended Employment Letter dated as of June 5, 2017 (as amended by letter dated January 11, 2019 and letter dated January 24, 2020) by and between Sequential Brands Group, Inc. and Chad Wagenheim dated June 3, 2020.

EX-10.2 3 tm2021839d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 June 3, 2020 Mr. Chad Wagenheim [Redacted] Dear Chad, Reference is made to the revised employment terms letter signed by you and Sequential Brands Group, Inc. (the “Company”), dated as of June 5, 2017 (as amended by letter dated January 11, 2019 and letter dated January 24, 2020, collectively, the “Agreement”). Capitalized terms used in thi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 4, 2020 (May 29, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpor

First Amendment to the Amended Employment Letter dated as of January 6, 2020 by and between Sequential Brands Group, Inc. and Daniel Hanbridge dated June 3, 2020.

EX-10.3 4 tm2021839d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 June 3, 2020 Mr. Daniel Hanbridge [Redacted] Dear Dan, Reference is made to the amended employment terms letter signed by you and Sequential Brands Group, Inc. (the “Company”), dated as of January 6, 2020 (the “Amended Terms”). Capitalized terms used in this letter and not otherwise defined herein shall have the meaning set forth in the Ame

First Amendment to the Employment Agreement dated as of January 6, 2020 by and between Sequential Brands Group, Inc. and David Conn dated May 29, 2020.

Exhibit 10.1 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT This FIRST AMENDMENT, dated May 29, 2020 (the “Amendment”) amends the Employment Agreement dated as of January 6, 2020 (the “Agreement”) by and between Sequential Brands Group, Inc. (the “Company”) and David Conn (“Executive” and, collectively with the Company, the “Parties”). For good and valuable consideration, the sufficiency of which the

Power of Attorney.

EX-24 Exhibit 24 POWER OF ATTORNEY The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute and file certain federal and state securities laws filings.

SQBG / Sequential Brands Group Inc. / Carlyle Group L.P. - SC 13D/A Activist Investment

SC 13D/A United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sequential Brands Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 81734P107

Joint Filing Agreement.

EX-99 Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D.

SQBG / Sequential Brands Group Inc. / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Sequential Brands Group, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 81734P107 (CUSIP NUMBER) Phil Frohlich 1924 South Utica Ave., Suite #1120 Tulsa, Oklahoma 74104-6429 (918) 747-3412 (Name, Address and Te

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 22, 2020 (May 21, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpor

Promissory Note between Bank of America, NA, and Sequential Licensing Inc. pursuant to the Paycheck Protection Program under the Coronavirus, Aid, Relief, and Economic Security Act, dated May 7, 2020. Incorporated by reference to Exhibit 10.3 to Sequential Brands Group, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on May 20, 2020.

Exhibit 10.3 Promissory Note Date Loan Amount Interest Rate after Deferment Period Deferment Period May 7, 2020 $769,295.00 1.00% fixed per annum 6 months This Promissory Note (“Note”) sets forth and confirms the terms and conditions of a term loan to Sequential Licensing, Inc. (whether one or more than one, “Borrower”) from Bank of America, NA, a national banking association having an address of

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number

Small Business Administration Loan Consent Letter, dated as May 15, 2020, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto. Incorporated by reference to Exhibit 10.4 to Sequential Brands Group, Inc.’s Form 10-Q filed with the Securities and Exchange Commission on May 20, 2020.

Exhibit 10.4 Execution Version May 15, 2020 VIA EMAIL Sequential Brands Group, Inc. 601 West 26th Street 9th Floor New York, NY 10001 Attention: Mr. David Conn RE:Proposed SBA Loan Dear Mr. Conn: We refer to that certain Third Amended and Restated Credit Agreement, dated as of July 1, 2016 (as amended, modified, supplemented and restated from time to time, the “Credit Agreement”) by and among Sequ

- DEFA14A

DEFA14A 1 tm2020119d1defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party Other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 15, 2020 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001?37656 47?4452789 (State or other jurisdiction of incorporation) (Commiss

Sequential Brands Group Announces First Quarter 2020 Results

EX-99.1 2 tmb-20200515xex99d1.htm EX-99.1 Exhibit 99.1 Sequential Brands Group Announces First Quarter 2020 Results NEW YORK, May 15, 2020 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced financial results for the first quarter ended March 31, 2020. “While the coronavirus pandemic has significantly impacted the U.S. economy and the appa

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-37656 CUSIP NUMBER 81734P107 NOTIFICATION OF LATE FILING (Check one): ¨ Form10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2020 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transit

- DEFA14A

DEFA14A 1 tmb-20200424xdefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

- DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

Subsidiaries of Sequential Brands Group, Inc.

EXHIBIT 21.1 SUBSIDIARIES OF SEQUENTIAL BRANDS GROUP, INC. Name State of Incorporation Ownership Percentage SQBG, Inc. Delaware 100 % Sequential Licensing, Inc. California 100 % William Rast Licensing, LLC Delaware 100 % Heeling Sports Limited Delaware 100 % Brand Matter, LLC Delaware 100 % SBG FM, LLC Delaware 100 % SBG Universe Brands, LLC Delaware 100 % Galaxy Brands, LLC Delaware 100 % GBT Pro

SQBG / Sequential Brands Group Inc. 10-K - Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2019 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number 001‑3765

Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of March 30, 2020, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

EXHIBIT 10.21 Execution Version FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 30, 2020 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as adminis

Description of Common Stock.

EXHIBIT 4.1 DESCRIPTION OF SEQUENTIAL BRANDS GROUP, INC. CAPITAL STOCK The following description of the material terms of the common stock and preferred stock of Sequential Brands Group, Inc. (the “Company” or “Sequential”) is not complete and is qualified in its entirety by reference to (i) Sequential’s amended and restated certificate of incorporation (as amended from time to time, the “Certific

SQBG / Sequential Brands Group Inc. NT 10-K - - NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-37656 CUSIP NUMBER 81734P107 NOTIFICATION OF LATE FILING (Check One): X Form 10-K Form 20-F Form 11-K Form 10-Q ¨ Form 10-D Form 10-D Form N-SAR Form N-CSR For Period Ended: December 31, 2019 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 26, 2020 (March 20, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of inco

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 13, 2020 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37656 47‑4452789 (State or other jurisdiction of incorporation) (Commi

Sequential Brands Group Announces Fourth Quarter and Full Year 2019 Results

Exhibit 99.1 Sequential Brands Group Announces Fourth Quarter and Full Year 2019 Results NEW YORK, March 13, 2020 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced financial results for the fourth quarter and full year ended December 31, 2019. “A transformation is underway at Sequential Brands Group. We successfully simplified our busine

SQBG / Sequential Brands Group Inc. / 683 Capital Management, LLC - DECEMBER 31, 2019 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 3)* Sequential Brands Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 81734P107 (CUSIP Number) December 31, 2019 (

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 12, 2020 (February 11, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tm206057d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 29, 2020 (January 24, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789

Employment Letter between Sequential Brands Group, Inc. and Chad Wagenheim, dated June 5, 2017.

Exhibit 10.2 SEQUENTIAL BRANDS GROUP, INC. June 5, 2017 Mr. Chad Wagenheim [Redacted] Re: Revised Employment Terms Dear Chad: We are very pleased to offer you the following revised terms of employment to continue with the Company as an EVP, reporting to the Company’s President, Andrew Cooper. 1. Salary. Effective as April 15, 2017, your annual salary will be increased to $350,000. 2. Bonus. Commen

Employment Letter between Sequential Brands Group, Inc. and Chad Wagenheim, dated October 13, 2014.

Exhibit 10.3 October 13, 2014 Mr. Chad Wagenheim [Address] Re: Offer Letter Dear Chad: We are very pleased to offer you the position of Executive Vice-President, Strategic Development and Operations with Sequential Brands Group, Inc. (“Sequential” or the “Company”), reporting directly to the Company’s Chief Executive Officer (“CEO”), Yehuda Shmidman. Position: As Executive Vice President, Strategi

Employment Letter between Sequential Brands Group, Inc. and Chad Wagenheim, dated January 24, 2020.

Exhibit 10.1 January 24, 2020 Mr. Chad Wagenheim [Redacted] Re: Revised Employment Terms Dear Chad, Reference is made to the revised employment terms letter signed by you and Sequential Brands Group, Inc. (the “Company”), dated as of June 5, 2017 (as amended by letter dated January 11, 2019, collectively, the “Agreement”). Capitalized terms used in this letter and not otherwise defined herein shal

Employment Letter between Sequential Brands Group, Inc. and Daniel Hanbridge, dated December 1, 2016.

Exhibit 10.4 December 1, 2016 Dear Daniel, Congratulations! It is my pleasure to offer you employment with Sequential Brands Group, Inc. (“SQBG” or the “Company”) in the position of VP, Finance commencing January 3, 2017 on the terms set forth in this letter. We are truly excited to have you join the Company. As we discussed, you will be working in our location at 601 W. 26th Street, in New York a

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 9, 2020 (January 6, 2020) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37656 47‑4452789 (State or other jurisdiction of in

Employment Agreement between Sequential Brands Group, Inc. and David Conn, dated January 6, 2020. Incorporated by reference to Exhibit 10.1 to Sequential Brand Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2020.

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 6, 2020, by and between Sequential Brands Group, Inc., a Delaware corporation (the “Company”), and David Conn (the “Executive”). WITNESSETH WHEREAS, the Executive possesses experience in the apparel industry and brand licensing industry and has knowledge, experience and expertise concerning the type of business and operati

Sequential Brands Group Announces Inducement Equity Grants

Exhibit 99.2 Sequential Brands Group Announces Inducement Equity Grants January 9, 2020, NEW YORK-(Globe Newswire)—Sequential Brands Group, Inc. (NASDAQ:SQBG) (the “Company”), today announced that it granted to David Conn as an inducement to accept his appointment as Chief Executive Officer of the Company, 200,000 restricted stock units with respect to the Company’s common stock, $0.01 par value (

Employment Letter between Sequential Brands Group, Inc. and Daniel Hanbridge, dated January 6, 2020.

Exhibit 10.3 January 6, 2020 Mr. Daniel Hanbridge [Redacted] Re: Employment Terms Dear Dan, Reference is made to the offer letter signed by you and Sequential Brands Group, Inc. (the “Company”), dated as of December 1, 2016 (the “Terms”). This letter amends certain terms of your employment with the Company (the “Amended Terms”) and supersedes, in all respects, the corresponding Terms. 1. Title: Ef

Sequential Brands Group Appoints David Conn Chief Executive Officer Experienced Brand Building Executive to Lead Company Through Transformative Phase

Exhibit 99.1 Sequential Brands Group Appoints David Conn Chief Executive Officer Experienced Brand Building Executive to Lead Company Through Transformative Phase NEW YORK, January 6, 2020 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (Nasdaq:SQBG) (the "Company") today announced that brand executive David Conn has been appointed Director and Chief Executive Officer of the Company. Conn brings

Transition Agreement between Sequential Brands Group, Inc. and Peter Lops, dated January 6, 2020.

Exhibit 10.2 TRANSITION AGREEMENT SEQUENTIAL BRANDS GROUP, INC. (the “Company”), and Peter Lops (including your successors, assigns, estate, heirs, executors and, administrators, which shall be collectively hereinafter referred to as “you”) understand that you have resigned your employment with the Company effective as of January 6, 2020 (the “Termination Date”), and agree to the following (the “A

SQBG / Sequential Brands Group Inc. DEF 14A - - DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Third Amendment to Third Amended and Restated Credit Agreement, dated as of December 30, 2019, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto. Incorporated by reference to Exhibit 10.2 to Sequential Brand Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2020.

Exhibit 10.2 EXECUTION VERSION THIRD AMENDMENT TO THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT THIRD AMENDMENT TO THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Amendment”) dated as of December 30, 2019 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as adminis

Second Amendment to Third Amended and Restated Credit Agreement, dated as of June 10, 2019, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto. Incorporated by reference to Exhibit 10.1 to Sequential Brand Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 2, 2020.

Exhibit 10.1 Execution Version SECOND AMENDMENT TO THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT SECOND AMENDMENT TO THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Amendment”) dated as of June 10, 2019 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as administr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 2, 2020 (December 30, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

SQBG / Sequential Brands Group Inc. PRE 14A - - PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 6, 2019 (December 3, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

SQBG / Sequential Brands Group Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Num

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 8, 2019 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37656 47‑4452789 (State or other jurisdiction of incorporation) (Com

Sequential Brands Group Announces Third Quarter 2019 Results

Exhibit 99.1 Sequential Brands Group Announces Third Quarter 2019 Results NEW YORK, November 08, 2019 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced financial results for the third quarter ended September 30, 2019. “We feel great about the progress we’ve made to lay the groundwork for 2020, as we transition to a nimbler, leaner, highe

SQBG / Sequential Brands Group Inc. / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Sequential Brands Group, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 81734P107 (CUSIP NUMBER) Phil Frohlich 1924 South Utica Ave., Suite #1120 Tulsa, Oklahoma 74104-6429 (918) 747-3412 (Name, Address and Te

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 7, 2019 (October 1, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of in

Sequential Brands Group Announces Exploration of Strategic Alternatives and Leadership Transition

EX-99.1 3 tv530750ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Sequential Brands Group Announces Exploration of Strategic Alternatives and Leadership Transition New York, New York — October 7, 2019— Sequential Brands Group, Inc. ("Sequential" or the "Company") (NASDAQ:SQBG) today announced that its Board of Directors is conducting a broad review of strategic alternatives focused on maximizing shareholder

Transition agreement between the Company and Ms. Murray, dated October 1, 2019. Incorporated by reference to Exhibit 10.1 to Sequential Brand Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2019.

Exhibit 10.1 TRANSITION AGREEMENT SEQUENTIAL BRANDS GROUP, INC. (the “Company”), and Karen Murray (including your successors, assigns, estate, heirs, executors and, administrators, which shall be collectively hereinafter referred to as “you”) understand that you have resigned your employment with the Company effective as of the date set forth on the attached Schedule “A” (the “Termination Date”),

SEQUENTIAL BRAND GROUP

Exhibit 99.1 SEQUENTIAL BRAND GROUP VIA PDF August 15, 2019 Mr. Phil Frohlich Prescott Group Capital Management, LLC 1924 South Utica Avenue, Suite 1120 Tulsa, OK 74104 Re: Sequential Brands Group, Inc. Dear Mr. Frohlich 1. The Company intends to make additional disclosures concerning the 2015 transaction in which you expressed interest in its next report on Form 10-Q. This additional information

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 30, 2019 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Comm

SQBG / Sequential Brands Group Inc. / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Sequential Brands Group, Inc. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 81734P107 (CUSIP NUMBER) Phil Frohlich 1924 South Utica Ave., Suite #1120 Tulsa, Oklahoma 74104-6429 (918) 747-3412 (Name, Address and Tel

Second Amendment to Third Amended and Restated Credit Agreement, dated as of June 10, 2019, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto. Incorporated by reference to Exhibit 10.1 to Sequential Brand Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2019.

Exhibit 10.1 Execution Version SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of June 10, 2019 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as administr

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 14, 2019 (August 12, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of in

Third Amendment to Third Amended and Restated Credit Agreement, dated as of August 12, 2019, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto. Incorporated by reference to Exhibit 10.2 to Sequential Brand Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2019.

EX-10.2 3 ex-10d2.htm EX-10.2 Exhibit 10.2 Execution Version THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of August 12, 2019 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and WILMINGTON TRUST, NATI

Sequential Brands Group Announces Second Quarter 2019 Results

Exhibit 99.1 Sequential Brands Group Announces Second Quarter 2019 Results NEW YORK, August 09, 2019 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced financial results for the second quarter ended June 30, 2019. “Our second quarter results reflect a transformation currently underway at Sequential. The first phase of that transition incl

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2019 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37656 47‑4452789 (State or other jurisdiction of incorporation) (Commi

SQBG / Sequential Brands Group Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 0

Equity Purchase Agreement by and between Sequential Brands Group, Inc. as the Seller, and Marquee Brands LLC, as the Buyer dated as of April 16, 2019. Incorporated by reference to Exhibit 10.1 to Sequential Brand Group, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 9, 2019.

Exhibit 10.1 EXECUTION VERSION EQUITY PURCHASE AGREEMENT by and between SEQUENTIAL BRANDS GROUP, INC., as the Seller, and MARQUEE BRANDS LLC, as the Buyer Dated as of April 16, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 Certain Defined Terms 2 Section 1.2 Table of Definitions 12 ARTICLE II PURCHASE AND SALE 15 Section 2.1 Pre-Closing Reorganization 15 Section 2.2 Purchase and

Sequential Brands Group Announces Closing of Divestiture of Martha Stewart and Emeril Lagasse Brands

Exhibit 99.1 Sequential Brands Group Announces Closing of Divestiture of Martha Stewart and Emeril Lagasse Brands NEW YORK, June 11, 2019 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (NASDAQ: SQBG) (“Sequential” or the “Company”) today announced it has closed on the previously announced sale of the Martha Stewart and Emeril Lagasse brands for approximately $175 million with an earnout opportun

Unaudited Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements On April 16, 2019, Sequential Brands Group, Inc. (“Sequential or the Company”) entered into an equity purchase agreement (the “Purchase Agreement”) with Marquee Brands LLC (the “Buyer”), pursuant to which Sequential agreed, among other things, to sell to the Buyer 100% of the issued and outstanding equity interests of Mar

Regulation FD Disclosure, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 13, 2019 (June 10, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorp

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 tv5234258k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 11, 2019 (June 5, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or

Separation agreement between the Company and Mr. Cooper, dated June 7, 2019.

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE SEQUENTIAL BRANDS GROUP, INC. (the “Company”), and Andrew Cooper (including your successors, assigns, estate, heirs, executors and, administrators, which shall be collectively hereinafter referred to as “you”) understand that your employment has terminated effective as of the date set forth on the attached Schedule “A” (the “Termination Date”),

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 11, 2019 (June 7, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpo

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 11, 2019 (June 5, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpo

SQBG / Sequential Brands Group Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 8, 2019 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37656 47‑4452789 (State or other jurisdiction of incorporation) (Commissi

Sequential Brands Group Announces First Quarter 2019 Results

Exhibit 99.1 Sequential Brands Group Announces First Quarter 2019 Results NEW YORK, May 08, 2019 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced financial results for the first quarter ended March 31, 2019. “While first quarter results came in below expectations, we are excited to now focus on our active and fashion brands, which we be

SQBG / Sequential Brands Group Inc. DEFA14A DEFA14A

DEFA14A 1 defa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party Other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

SQBG / Sequential Brands Group Inc. DEF 14A DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Material Impairments

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 19, 2019 (April 16, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of inco

Sequential Brands Group Signs Definitive Agreement to Sell the Martha Stewart and Emeril Lagasse Brands

Exhibit 99.1 Confidential, FINAL Sequential Brands Group Signs Definitive Agreement to Sell the Martha Stewart and Emeril Lagasse Brands NEW YORK, April 16, 2019 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (Nasdaq:SQBG) ("Sequential" or the "Company"), announced today that it has signed a definitive agreement to sell the rights to the Martha Stewart and Emeril Lagasse brands and related intel

SQBG / Sequential Brands Group Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number 001‑3765

Subsidiaries of Sequential Brands Group, Inc.

EXHIBIT 21.1 SUBSIDIARIES OF SEQUENTIAL BRANDS GROUP, INC. Name State of Incorporation Ownership Percentage SQBG, Inc. Delaware 100 % Sequential Licensing, Inc. California 100 % William Rast Licensing, LLC Delaware 100 % Heeling Sports Limited Delaware 100 % Brand Matter, LLC Delaware 100 % SBG FM, LLC Delaware 100 % SBG Universe Brands, LLC Delaware 100 % Galaxy Brands, LLC Delaware 100 % GBT Pro

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 6, 2019 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37656 47‑4452789 (State or other jurisdiction of incorporation) (Commis

Sequential Brands Group Announces Fourth Quarter and Full Year 2018 Results

Exhibit 99.1 Sequential Brands Group Announces Fourth Quarter and Full Year 2018 Results NEW YORK, March 06, 2019 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced financial results for the fourth quarter and full year ended December 31, 2018. “2018 was a productive year for Sequential with strength across our portfolio of brands both wi

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 15, 2019 (February 14, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction o

SQBG / Sequential Brands Group Inc. / 683 Capital Management, LLC - FEBRUARY 14, 2019 Passive Investment

SC 13G/A 1 sequential13ga-021419.htm FEBRUARY 14, 2019 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 2)* Sequential Brands Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of S

SQBG / Sequential Brands Group Inc. / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Amendment No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 18, 2019 (January 16, 2019) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

SQBG / Sequential Brands Group Inc. / PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) Sequential Brands Group, Inc.

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Sequential Brands Group, Inc., a Delaware corporation, and fur

SQBG / Sequential Brands Group Inc. FORM 10-Q (Quarterly Report)

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September 30, 2018  or   ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from to . Commission File Number

Sequential Brands Group Announces Third Quarter 2018 Results

Exhibit 99.1 Sequential Brands Group Announces Third Quarter 2018 Results NEW YORK, November 07, 2018 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced financial results for the quarter and nine months ended September 30, 2018. “Our third quarter results reflect the progress we’ve made against our strategic initiatives to position our br

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 7, 2018 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Com

SQBG / Sequential Brands Group Inc. FORM 10-Q (Quarterly Report)

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2018  or   ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from to . Commission File Number 001-3

First Amendment, dated August 7, 2018, to the Third Amended and Restated Credit Agreement, dated as of July 1, 2016, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2018.

Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT FIRST AMENDMENT TO THIRD AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Amendment”) dated as of August 7, 2018 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as administra

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

8-K 1 tv5003978k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 8, 2018 (August 7, 2018) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or o

First Amendment, dated August 7, 2018, to the Third Amended and Restated Credit Agreement, dated as of July 1, 2016, between Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. named therein, Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2018.

Exhibit 10.2 EXECUTION VERSION FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of August 7, 2018 between SEQUENTIAL BRANDS GROUP, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually

Sequential Brands Group Announces Second Quarter 2018 Results and Completion of its Debt Refinancing

Exhibit 99.1 Sequential Brands Group Announces Second Quarter 2018 Results and Completion of its Debt Refinancing NEW YORK, August 08, 2018 (GLOBE NEWSWIRE) - Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq:SQBG) today announced the completion of its debt refinancing and the financial results for the quarter and six months ended June 30, 2018. “We’re pleased with our second q

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 8, 2018 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commiss

SQBG / Sequential Brands Group Inc. FORM 10-Q (Quarterly Report)

 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended March 31, 2018  or   ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from to . Commission File Number 001-

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 9, 2018 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commissi

Sequential Brands Group Announces First Quarter 2018 Results

Exhibit 99.1 Sequential Brands Group Announces First Quarter 2018 Results NEW YORK, May 9, 2018 – Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq: SQBG) today announced financial results for the first quarter ended March 31, 2018. First Quarter 2018 Results: Effective January 1, 2018, the Company adopted a new revenue recognition standard ("ASC 606"), which impacted the Compa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant x Filed by a Party Other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.      )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ?????) ? Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? For the fiscal year ended December 31, 2017 ? ? Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? For the transition period from to . Commission file number 001-37656 SEQUENTI

Subsidiaries of Sequential Brands Group, Inc.

EXHIBIT 21.1 ? SUBSIDIARIES OF SEQUENTIAL BRANDS GROUP, INC. ? Name State of Incorporation Ownership Percentage SQBG, Inc. Delaware 100 % Sequential Licensing, Inc. California 100 % William Rast Licensing, LLC Delaware 100 % Heeling Sports Limited Delaware 100 % Brand Matter, LLC Delaware 100 % SBG Revo Holdings, LLC Delaware 100 % SBG FM, LLC Delaware 100 % SBG Universe Brands, LLC Delaware 100 %

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 5, 2018 (February 27, 2018) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of in

Employment Agreement between Sequential Brands Group, Inc. and Peter Lops, dated February 27, 2018.

Exhibit 10.1 EXECUTION VERSION EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of February 27, 2018, by and between Sequential Brands Group, Inc., a Delaware corporation (the ?Company?), and Peter Lops (the ?Executive?). WITNESSETH WHEREAS, the Executive possesses experience and expertise concerning the type of business and operations to be conducted by the Company; and WHEREAS, the Company de

Sequential Brands Group Announces Fourth Quarter and Full Year 2017 Financial Results Q4 2017 Revenue increased 3% to $46.9 million Full Year 2017 Revenue increased 8% to $167.5 million

Exhibit 99.1 Sequential Brands Group Announces Fourth Quarter and Full Year 2017 Financial Results Q4 2017 Revenue increased 3% to $46.9 million Full Year 2017 Revenue increased 8% to $167.5 million NEW YORK, February 28, 2018 ? Sequential Brands Group, Inc. (?Sequential? or the ?Company?) (Nasdaq: SQBG) today announced financial results for the fourth quarter and full year ended December 31, 2017

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 28, 2018 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Co

SQBG / Sequential Brands Group Inc. / 683 Capital Management, LLC - FEBRUARY 14, 2018 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Sequential Brands Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 81734P107 (CUSIP Number) December 31, 2017 (

SQBG / Sequential Brands Group Inc. / 683 Capital Management, LLC - NOVEMBER 29, 2017 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No.)* Sequential Brands Group, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 81734P107 (CUSIP Number) November 27, 2017 (Da

NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION SEC FILE NUMBER Washington, D.C. 20549 001-37656 CUSIP NUMBER FORM 12b-25 81734P107 NOTIFICATION OF LATE FILING (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: September 30, 2017 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended September 30, 2017 ? or ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to . Commission File Number

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 9, 2017 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Com

Sequential Brands Group Announces Third Quarter 2017 Financial Results

EX-99.1 2 tv479056ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sequential Brands Group Announces Third Quarter 2017 Financial Results NEW YORK, November 9, 2017 – Sequential Brands Group, Inc. (“Sequential” or the “Company”) (Nasdaq: SQBG) today announced financial results for the quarter and nine months ended September 30, 2017. Third Quarter 2017 Results: Total revenue for the quarter ended September 30

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 31, 2017 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 sqbg-20170630x10q.htm FORM 10-Q  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)  ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended June 30, 2017  or   ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 27, 2017 (July 25, 2017) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorp

Sequential Brands Group Announces Second Quarter 2017 Financial Results Company Announces Multi-Year Strategic Partnership with USA TODAY NETWORK to License the Martha Stewart Brand in Connection with the Food & Wine Experience Event Series

Exhibit 99.1 Sequential Brands Group Announces Second Quarter 2017 Financial Results Company Announces Multi-Year Strategic Partnership with USA TODAY NETWORK to License the Martha Stewart Brand in Connection with the Food & Wine Experience Event Series ? Q2 Revenue increased 23% to $42.1 million ? Q2 GAAP diluted EPS of $0.04; Q2 non-GAAP diluted EPS of $0.12 ? Q2 GAAP net income of $2.5 million;

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 7, 2017 (June 2, 2017) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorpor

SQBG / Sequential Brands Group Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-37656 SEQUENTI

Sequential Brands Group Announces First Quarter 2017 Financial Results Company Announces New Multi-Year Agreement with QVC for Martha Stewart Brand

EX-99.1 2 v466090ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sequential Brands Group Announces First Quarter 2017 Financial Results Company Announces New Multi-Year Agreement with QVC for Martha Stewart Brand · Q1 Revenue increased 16% to $39.4 million · Q1 GAAP diluted EPS of $(0.02); Q1 non-GAAP diluted EPS of $0.09 · Q1 GAAP net loss of $(1.2) million; Q1 non-GAAP net income of $5.9 million · Q1 Adjus

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 v4660908k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 4, 2017 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement x Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) SEQUENTIAL BRANDS GROUP, INC. SEQUENTIAL BRANDS GROUP, INC. 601 Wes

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defin

Employment agreement, dated as of March 22, 2017, by and between Sequential Brands Group, Inc. and Karen Murray. Incorporated by reference to Exhibit 10.1 to Sequential Brands Group, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 28, 2017. †

Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of March 22, 2017, by and between Sequential Brands Group, Inc., a Delaware corporation (the ?Company?), and Karen Murray (the ?Executive?). WITNESSETH WHEREAS, the Executive possesses experience in the apparel industry and brand licensing industry and has knowledge, experience and expertise concerning the type of business and operat

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2017 (March 22, 2017) SEQUENTIAL BRANDS GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37656 47-4452789 (State or Other Jurisdiction of Inco

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2017 SEQUENTIAL BRANDS GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37656 47-4452789 (State or Other Jurisdiction of Incorporation) (Commi

SQBG / Sequential Brands Group Inc. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 ¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to . Commission file number 001-37656 SEQUENTIAL BRAND

SUBSIDIARIES OF SEQUENTIAL BRANDS GROUP, INC.

EXHIBIT 21.1 SUBSIDIARIES OF SEQUENTIAL BRANDS GROUP, INC. Name State of Incorporation Ownership Percentage SQBG, Inc. Delaware 100 % Sequential Licensing, Inc. California 100 % William Rast Licensing, LLC Delaware 100 % William Rast Europe B.V. Netherlands 100 % Heeling Sports Limited Delaware 100 % Brand Matter, LLC Delaware 100 % SBG Revo Holdings, LLC Delaware 100 % SBG FM, LLC Delaware 100 %

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 2, 2017 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Commis

Sequential Brands Group Announces Fourth Quarter and Full Year 2016 Financial Results Company Signs Lease Amendment to Reduce Corporate Headquarters Renews Multi-Year Martha Stewart Partnership with Macy’s Signs New Martha Stewart Crafts Partnership

Exhibit 99.1 Sequential Brands Group Announces Fourth Quarter and Full Year 2016 Financial Results Company Signs Lease Amendment to Reduce Corporate Headquarters Renews Multi-Year Martha Stewart Partnership with Macy?s Signs New Martha Stewart Crafts Partnership with Michaels ? Q4 Revenue increased 44% to $45.4 million vs. $31.4 million in the prior year quarter ? Q4 GAAP diluted EPS of $(0.02); Q

File No. 333-215508

As filed with the Securities and Exchange Commission on JANUARY 10, 2017 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2017 (December 30, 2016) SEQUENTIAL BRANDS GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-37656 47-4452789 (State or Other Jurisdiction of

FIRST AMENDMENT EMPLOYMENT AGREEMENT

Exhibit 10.1 Execution Copy FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this ?Amendment?) is made and entered into by and between Sequential Brands Group, Inc., a Delaware corporation (the ?Company?), and Gary Klein (the ?Executive?). WHEREAS, the Company and the Executive are parties to an Employment Agreement dated as of June 3, 2014 (the ?Employment Agr

SQBG / Sequential Brands Group Inc. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 001-37656 SEQU

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 3, 2016 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (Com

Sequential Brands Group Announces 2016 Third Quarter Financial Results

EX-99.1 2 v452108ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sequential Brands Group Announces 2016 Third Quarter Financial Results • Q3 Revenue increased 83% to $42.0 million vs. $23.0 million in the prior year quarter • Q3 GAAP diluted EPS of $0.02; Q3 non-GAAP diluted EPS of $0.12 • Year-to-date Revenue increased 94% to $110.1 million vs. $56.8 million in the prior year NEW YORK, Nov. 03, 2016 (GLOBE

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 27, 2016 SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-37656 47-4452789 (State or other jurisdiction of incorporation) (C

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following supplemental pro forma information of Sequential Brands Group, Inc. (the ?Company?) is presented for informational purposes only, as an aid to understanding the entities? combined financial results. This unaudited pro forma condensed combined financial information should not be considered a substitute for the h

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 14, 2016 (July 1, 2016) SEQUENTIAL BRANDS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-37656 47-4452789 (State or other jurisdiction of