Lands' End, Inc SC TO-T/A, filed Apr 1, 2026
Lands' End, Inc. (LE)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1)
or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
LANDS’ END,
INC.
(Name of Subject Company (issuer))
LEWHP, LLC
(Offeror)
an indirect wholly-owned subsidiary of
WH TOPCO, L.P.
(d/b/a WHP GLOBAL)
(Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer or other person))
Common stock, $0.01 par value per share
(Title of Class of Securities)
51509F105
(CUSIP Number of Class of Securities)
Yehuda Shmidman
Chairman and Chief Executive Officer
WH Topco, L.P. (d/b/a WHP Global)
530 Fifth Avenue, 12th Floor New York, New York 10036
Telephone: (646) 518-8495
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf
of filing persons)
Copy to:
Sophia Hudson, P.C.
Leia Pearl Andrew
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | Third-party tender offer subject to Rule 14d-1. |
| ¨ | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| ¨ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 to the Tender Offer Statement on Schedule TO (this “Final Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 26, 2026 (as amended and supplemented, the “Schedule TO”) and relates to the offer (the “Offer”) by LEWHP, LLC, a Delaware limited liability company (“Purchaser”), and WH Topco, L.P., a Delaware limited partnership (“WHP Global”), to purchase up to 2,222,222 of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Lands’ End, Inc., a Delaware corporation (the “Company”), in exchange for $45.00 per share in cash, without interest and less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated February 26, 2026 (as amended or supplemented, the “Offer to Purchase”), and the related Letter of Transmittal.
Except as otherwise set forth in this Final Amendment, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Final Amendment. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:
“The Offer and related withdrawal rights expired as scheduled at 7:00 a.m., Eastern Time, on March 31, 2026, and the Offer was not extended (such date and time, the “Expiration Time”).
The Depositary has advised Purchaser and WHP Global that, as of the Expiration Time, 29,243,942 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 95.2% of the issued and outstanding Shares as of the Expiration Time. Because the aggregate number of Shares tendered into the Offer exceeded the Offer Cap, Shares have been accepted on a pro rata basis pursuant to the terms of the Offer. The Depositary has advised that the proration factor for the Offer is approximately 7.6%.
As each of the Offer Conditions have been satisfied or waived, Purchaser has irrevocably accepted for payment and purchase, and will pay for, 2,222,222 Shares that were validly tendered (not validly withdrawn). WHP Global expects to close the Transactions on April 1, 2026, in accordance with, and subject to the terms of, the Purchase Agreement.
A copy of the press release issued by WHP Global on April 1, 2026 announcing the expiration and results of the Offer is attached as Exhibit (a)(5)(C) to the Schedule TO and incorporated herein by reference. A copy of the press release issued by Land’s End, Inc. on April 1, 2026 announcing the closing of the Transactions is attached as Exhibit (a)(5)(D) to the Schedule TO and incorporated herein by reference.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: April 1, 2026 | LEWHP, LLC | |
| /s/ Yehuda Shmidman | ||
| Name: | Yehuda Shmidman | |
| Title: | Chief Executive Officer | |
| WH TOPCO, L.P. | ||
| /s/ Yehuda Shmidman | ||
| Name: | Yehuda Shmidman | |
| Title: | Chief Executive Officer | |
Exhibit (a)(5)(C)
WHP Global Announces Expiration of Lands’ End Tender Offer
NEW YORK, April 1, 2026 (PRNewswire) – LEWHP, LLC (“Purchaser”) and WH Topco, L.P., d/b/a WHP Global, a leading brand management firm (“WHP Global”), announced today the expiration of the previously announced tender offer (the “Tender Offer”) to purchase up to 2,222,222 of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Lands’ End, Inc. (NASDAQ: LE) (“Lands’ End”) at a price of $45.00 per Share in cash, without interest and less any applicable tax withholding (the “Offer Price”). The Tender Offer expired at 7:00 a.m., Eastern Time, on March 31, 2026 (such date and time, the “Expiration Time”).
Computershare Trust Company, N.A., the depositary and paying agent for the Tender Offer (the “Depositary”), has advised Purchaser and WHP Global that, as of the Expiration Time, 29,243,942 Shares were validly tendered and not validly withdrawn in the Tender Offer, representing approximately 95.2% of the issued and outstanding Shares as of the Expiration Time. Following the Expiration Time, Purchaser accepted for payment 2,222,222 Shares, representing approximately 7.2% of the total issued and outstanding Shares as of the Expiration Time, on a pro rata basis. The Depositary has advised that the proration factor for the Tender Offer is approximately 7.6%.
About WHP Global
WHP Global (www.whp-global.com) is a leading brand management platform founded in 2019 to acquire and grow consumer brands. Its portfolio includes 15+ powerful brands across fashion, sports, and hardgoods, generating over $8 billion in annual retail sales across 80+ countries. Headquartered in New York with offices worldwide, WHP Global partners with more than 235 leading operators and drives strategic value through proprietary initiatives, including an internal AI Innovation Lab.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements made in this press release may be deemed forward-looking statements. Any statements that are not statements of historical fact should be considered forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as “may,” “plan,” “predict,” “expect,” “estimate,” “intend,” “would,” “will,” “could,” “should,” “anticipate,” “believe,” “project” or “continue” or the negative thereof or other similar expressions. The forward-looking statements contained in this press release reflect Purchaser’s views as of the date of this press release and are based on Purchaser’s expectations and beliefs concerning future events, as well as currently available information as of the date of this press release. While Purchaser believes there is a reasonable basis for its forward-looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement. Therefore, these statements are not guarantees of future events, results, performance or achievements, and you should not rely on them. All forward-looking statements included in this press release are based on information available to Purchaser as of the date on which such statements were made, and Purchaser assumes no obligation to update or revise any forward-looking statements to reflect events or circumstances that occur after such statements are made, except as required by law.
Contacts
WHP Global
EJ Media Group
Jaime Cassavechia
jaime@ejmediagroup.com