American Eagle Outfitters Inc 8-K, filed Dec 30, 2021
American Eagle Outfitters Inc (AEO)
About this 8-K
American Eagle Outfitters Inc filed this 8-K on December 30, 2021, reporting on events of December 29, 2021.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| |
||||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s Telephone Number, Including Area Code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On December 29, 2021, American Eagle Outfitters, Inc., a Delaware corporation (the “Company”), completed its previously announced acquisition of all the issued and outstanding shares of capital stock of Quiet Logistics, Inc., a Delaware corporation (“Quiet Logistics”), and certain other strategic investments (the “Transaction”) pursuant to that certain Stock Purchase Agreement, dated as of November 1, 2021 (the “Purchase Agreement”), by and among The Original Real Co., a Delaware corporation and wholly owned subsidiary of the Company (“Buyer”), Quiet Holdings, LLC, a Delaware limited liability company (“QH”), Quiet Global Holdings, LLC, a Delaware limited liability company (“QGH”, together with QH, the “Sellers”), Quiet Logistics and, solely for the purposes of guaranteeing certain obligations of Buyer under the Purchase Agreement, the Company.
At the closing of the Transaction (the “Closing”), the Company acquired from the Sellers all of the issued and outstanding shares of capital stock of Quiet Logistics and previously disclosed strategic investments.
The aggregate cash purchase price paid at the Closing, after giving effect to estimated adjustments in respect of working capital and other customary matters, was approximately $359.8 million in cash (the “Purchase Price”). The Purchase Price remains subject to further adjustment pursuant to a customary post-closing reconciliation process.
The foregoing descriptions of the Purchase Agreement and the Transaction do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, a copy of which was filed with the U.S. Securities and Exchange Commission (the “SEC”) as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on November 3, 2021 and which is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On December 29, 2021, the Company issued a press release announcing the consummation of the Transaction. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in or incorporated by reference into this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated December 29, 2021. | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 30, 2021 | AMERICAN EAGLE OUTFITTERS, INC. | |||
| /s/ Stacy Siegal | ||||
| Stacy Siegal | ||||
| Executive Vice President and General Counsel | ||||
Exhibit 99.1
American Eagle Outfitters Completes Quiet Logistics Acquisition
Purchase solidifies operational efficiencies for AEO and creates a supply chain platform with significant long-term growth potential
December 29, 2021
PITTSBURGH — (BUSINESS WIRE) – American Eagle Outfitters (NYSE: AEO) today announced it has completed the acquisition of Quiet Logistics and strategic investments for approximately $360 million in cash (including adjustments for closing cash and working capital). Quiet Logistics is a leading logistics company that operates a network of in-market fulfillment centers in Boston, Chicago, Los Angeles, Dallas, St. Louis and Jacksonville, locating products closer to need, creating inventory efficiencies, cost benefits and affordable same-day and next-day delivery options to customers and stores.
“I am thrilled to officially welcome Quiet Logistics into the AEO Inc. portfolio, cementing a collaborative partnership that has meaningfully contributed to our financial results over the past 18 months,” said Jay Schottenstein, AEO’s Executive Chairman of the Board and Chief Executive Officer. “AEO’s unique ability to reduce delivery costs amid rising inflation is a direct reflection of the efficiencies provided by their innovative fulfillment model. Quiet Logistics has a highly experienced supply chain leadership team and I look forward to their partnership as we continue to drive operational excellence and grow the platform into a meaningful business.”
Quiet Logistics will be a wholly-owned AEO subsidiary and will continue to run its business independently. The network will support AEO’s continued growth, while also driving economies of scale as it expands its customer base to other brands and retailers seeking advanced logistics capabilities.
* * * *
About Quiet Logistics
Founded in 2009, Quiet Logistics is a rapidly growing operator of state-of-the-art in-market fulfillment centers, and serves over 50 leading DTC and Omnichannel brands. Quiet’s unique strategy enables product to be positioned close to customers and stores, and brings speed and freight cost savings to its customers relative to traditional third-party fulfillment networks. Quiet has a history of innovation and thought leadership and a focus on urbanization, automation, and access to labor pools outside of traditional DC hubs, to benefit its customers.
About American Eagle Outfitters, Inc.
American Eagle Outfitters, Inc. (NYSE: AEO) is a leading global specialty retailer offering high-quality, on-trend clothing, accessories and personal care products at affordable prices under its American Eagle® and Aerie® brands. Our purpose is to show the world that there’s REAL power in the optimism of youth. The company operates stores in the United States, Canada, Mexico, and Hong Kong, and ships to 81 countries worldwide through its websites. American Eagle and Aerie merchandise also is available at more than 200 international locations operated by licensees in 33 countries. For more information, please visit www.aeo-inc.com.