Lawyer Monthly Magazine August 2020 Edition

What IP issues were of concern in this transaction? Our client, Tailored Brands, owns and operates the popular retail stores Men’s Warehouse and JoS. A Bank in the United States. Tailored Brands also owns worldwide trademark rights for “Joseph Abboud” branded menswear, one of the company’s most popular brands. The goal for Tailored Brands in this transaction was to unlock value by selling the “Joseph Abboud” trademarks to WHP Global while still retaining the right to produce and sell “Joseph Abboud” branded apparel in its retail stores under licence. Hence, while IP ownership was transferred in the deal, the “Joseph Abboud” menswear business continued for Tailored Brands with no disruption. How did you navigate them? We took great care to negotiate the two operative legal agreements, the Asset Purchase Agreement and the License Agreement. For the Asset Purchase, it was critical that only the “Joseph Abboud” trademarks were to be sold to WHP, while Tailored Brands retained all other IP and physical assets. For the License Agreement, it was critical for Tailored Brands to preserve exclusivity in the substantial business for “Joseph Abboud” menswear in the United States for a long period of time. What are your main concerns when working on a high-value deal? How do you ensure problems are dealt with in the best way? Our main concerns are always to achieve our clients’ objectives while helping to manage risk. Every deal has its unique challenges. We feel that we serve our clients best when we offer creative solutions that enable complex deals to close. Legal Advisers to WHP Global Legal Adviser to Tailored Brands WHP GLOBAL’S $115 MILLION ACQUISITION OF JOSEPH ABBOUD TRADEMARKS MERGERS & ACQUISITIONS ABOUT THE DEAL PJ SOLOMON served as financial adviser to Tailored Brands on the transaction and Ferdinand IP Law Group served as legal adviser. Pryor Cashman LLP and Kirkland & Ellis LLP served as legal advisers to WHP Global. HP Global had executed the acquisition of the Joseph Abboud trademarks from Tailored Brands. Tailored Brands has also entered into a licensing agreement with WHP for the exclusive rights to sell and rent Joseph Abboud branded apparel and related merchandise in the United States and Canada. WHP Global is a New York based brand acquisition and management firm backed by funds managed by Oaktree Capital Management, L.P. and with financing from BlackRock. Tailored Brands is a leading omnichannel speciality retailer of menswear, including suits, formalwear and a broad selection of business casual offerings, and will continue to own and operate the factory in New Bedford, Massachusetts. TRANSACTIONS An Interview With Jed Ferdinand Senior Managing Member FERDINAND IP LAW GROUP 79 AUG 2020 | WWW.LAWYER-MONTHLY.COM