Item 1.01 Entry into a Material Definitive Agreement.

On January 16, 2020, Tailored Brands, Inc. (the "Company") and JA Apparel Corp., a wholly-owned subsidiary of the Company, entered into an Asset Purchase Agreement (the "Purchase Agreement") with JAWHP LLC and WH Buyer LLC, both wholly-owned subsidiaries of WHP Global (collectively, the "Purchaser"). Pursuant to the Purchase Agreement, the Company agreed to sell its intellectual property rights for the Joseph Abboud brand to Purchaser for a total of $115 million in cash consideration. Closing of the transaction is conditioned upon, among other things, the termination or expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions.

Upon closing, the Company will enter into a license agreement with the Purchaser granting the Company the exclusive right and license to sell and rent Joseph Abboud branded apparel and related merchandise in the U.S. and Canada.

The foregoing description of the Purchase Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

In addition, on January 17, 2020, the Company and WHP Global issued a joint press release announcing the signing of the Purchase Agreement, which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.





(d)    Exhibits. The following exhibits are included in this Form 8-K:




Exhibit
Number   Description

10.1     Asset Purchase Agreement, dated as of January 16, 2020, by and among
         the Company, JA Apparel Corp., JAWHP, LLC and WH Buyer LLC.

99.1     Press Release of the Company and WHP Global dated January 17, 2020.

104      Cover Page Interactive Data File (the cover page XBRL tags are embedded
         in the Inline XBRL document).

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