PERY Perry Ellis International Inc. (delisted)

This Proxy Statement is Available at [            ]

         If you have questions about the merger agreement or the merger, including the procedures for voting your shares, you should contact Innisfree M&A Incorporated, our proxy solicitor, by calling toll-free at 1 (888) 750-5834 (banks and brokers may call collect at (212) 750-5833).

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PRELIMINARY PROXY MATERIAL SUBJECT TO COMPLETION
PERRY ELLIS INTERNATIONAL, INC.
3000 N.W. 107 ^th  Avenue
Miami, Florida 33172

PROXY STATEMENT

        This Proxy Statement contains information related to a Special Meeting of shareholders (the "Special Meeting") of Perry Ellis International, Inc. to be held on [                    ], 2018, at [            ] at [            ] [a.m.] [p.m.], Eastern Time, and at any adjournments, postponements or recesses thereof. We are furnishing this Proxy Statement to our shareholders as part of the solicitation of proxies by our board of directors for use at the Special Meeting . At the Special Meeting you will be asked to, among other things, consider and vote on the adoption of the merger agreement (as defined immediately below). This Proxy Statement is first being mailed to shareholders on or about [                    ], 2018.

SUMMARY TERM SHEET

        This following summary term sheet highlights selected information contained in this Proxy Statement and may not contain all of the information that is important to you. We urge you to read this entire Proxy Statement carefully, including the appendices, before voting. We have included section references to direct you to a more complete description of the topics described in this summary term sheet. You may obtain the information incorporated by reference into this Proxy Statement without charge by following the instructions in "Where Shareholders Can Find More Information" beginning on page 160. Unless the context requires otherwise, references in this Proxy Statement to "we," "us," "our," the "Company" or "Perry Ellis" refer to Perry Ellis International, Inc., a Florida corporation, and its subsidiaries. We refer to Feldenkreis Holdings LLC, a Delaware limited liability company, as "Parent," and GF Merger Sub, Inc., a Florida corporation, as "Merger Sub." We refer to George Feldenkreis, in his individual capacity and as trustee for the George Feldenkreis Revocable Trust UAD 12/23/13, Fanny Hanono, in her individual capacity and as trustee for the Fanny Hanono Revocable Trust UAD 07/06/11, Oscar Feldenkreis, in his individual capacity and as trustee for the Oscar Feldenkreis Revocable Trust UAD 05/06/11, and Elena Feldenkreis, as trustee for each of the Erica Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, Jennifer Feldenkreis 2012 Irrevocable Trust UAD 10/17/12 and Stephanie Feldenkreis 2012 Irrevocable Trust UAD 10/17/12, collectively, as the "Rollover Investors." We refer to the Rollover Investors, Parent and Merger Sub, collectively, as the "GF Group" or the "GF Group Filing Persons." We refer to the board of directors of the Company as the "board of directors" or the "Board." We refer to the special committee of the board of directors comprised entirely of independent and disinterested directors as the "Special Committee."

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Purpose of Shareholders' Vote.   You are being asked to:



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consider and vote upon a proposal (the "merger proposal") to adopt the Agreement and Plan of Merger, dated as of June 15, 2018, by and among the Company, Parent and Merger Sub, as it may be amended from time to time (the "merger agreement"). A copy of the merger agreement is attached as Appendix A to this Proxy Statement. Pursuant to the merger agreement, Merger Sub will be merged with and into the Company (the "merger"), and the Company will continue as the surviving corporation and become a wholly-owned subsidiary of Parent. If the merger is completed, each issued and outstanding share of common stock, par value $0.01 per share, of the Company ("Company Common Stock"), other than as provided below, will be converted into the right to receive $27.50 in cash, without interest and less applicable withholding taxes (the "per share merger consideration"). The following shares of Company Common Stock will not be converted

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into the right to receive the per share merger consideration in connection with the merger: (i) shares of Company Common Stock held by the Company or any of its wholly-owned subsidiaries or Parent or its subsidiaries, (ii) shares of Company Common Stock held by the Rollover Investors, which will be contributed to Parent by the Rollover Investors pursuant to their respective rollover commitment letters (the "Rollover Letters") under which, and subject to the terms and conditions of which, the Rollover Investors have committed to contribute to Parent the amount of shares of Company Common Stock set forth therein (the "Rollover Investment"), and (iii) shares of Company Common Stock whose holders have not voted in favor of adopting the merger agreement and have demanded and perfected their appraisal rights in accordance with, and have complied in all respects with, Sections 607.1301 through 607.1333 of the Florida Business Corporation Act (the "FBCA"). See "Special Factors" beginning on page 18; "The Special Meeting" beginning on page 110; and "The Merger Agreement—Conversion of Securities" beginning on page 117;

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approve on an advisory (non-binding) basis certain items of compensation that are based on or otherwise related to the merger that may become payable to the Company's named executive officers under existing agreements with the Company (which is referred to in this Proxy Statement as the "golden parachute compensation"). See "Advisory Vote on "Golden Parachute Compensation"" beginning on page 143; and



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approve a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the merger agreement.



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Voting Agreements.   The Rollover Investors have entered into a voting agreement with Parent and the Company that covers an aggregate of approximately 19.8% of the outstanding shares of Company Common Stock, pursuant to which such shareholders have agreed to, among other things, vote, or cause to be voted, their shares of Company Common Stock in favor of the adoption of the merger agreement and any related proposal in furtherance of the merger and the transactions contemplated by the merger agreement. The voting agreement will terminate automatically at the earliest of (i) the mutual agreement of the parties thereto to terminate the voting agreement; (ii) the termination of the merger agreement in accordance with its terms, and (iii) the effective time of the merger. See "Special Factors—Voting Agreement" beginning on page 91.



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Rollover Investment.   Pursuant to the Rollover Letters, the Rollover Investors have committed to contribute, immediately prior to the effective time of the merger, approximately 19.8% of the outstanding Company Common Stock to Parent in exchange for a pro rata share of the equity of Parent based on a value for each share of Company Common Stock so contributed of $27.50. In addition, the Rollover Letter between Parent and George Feldenkreis, in his individual capacity, provides that George Feldenkreis may be required to contribute up to $5 million in cash to Parent under certain circumstances.



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Parties Involved in the Merger.   The Company, a Florida corporation headquartered in Miami, Florida, is a global leader in the design, manufacturing, marketing and distribution of branded lifestyle apparel and accessories. Parent is a Delaware limited liability company and an affiliate of George Feldenkreis. Merger Sub is a Florida corporation and a wholly-owned subsidiary of Parent. Both Parent and Merger Sub were formed for the sole purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement, including the merger. See "The Parties Involved in the Merger" beginning on page 103.

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Conditions to the Merger.   The completion of the merger is subject to the satisfaction or waiver of certain conditions, which are described in "The Merger Agreement—Conditions to the Completion of the Merger" beginning on page 136. These conditions include, among others:



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the adoption of the merger agreement by the affirmative vote of the holders of (i) a majority of the outstanding shares of Company Common Stock entitled to vote thereon as of the record date for the Special Meeting and (ii) a majority of the outstanding shares of Company Common Stock entitled to vote thereon as of the record date for the Special Meeting that are not owned directly or indirectly by the Rollover Investors, any other officers or directors of the Company or any other person having any equity interest in, or right to acquire any equity interest in, Merger Sub or any person of which Merger Sub is a direct or indirect subsidiary;



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the expiration or termination of the regulatory waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"), which occurred on July 10, 2018;



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the absence of certain governmental injunctions or orders that enjoin or otherwise prohibit the consummation of the merger;



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the absence of a material adverse effect on the Company;



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the Company's, Parent's and Merger Sub's performance in all material respects of their agreements and covenants in the merger agreement; and



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the accuracy of the representations and warranties of the Company, Parent and Merger Sub (subject to certain qualifications).



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Special Committee and Board Recommendation.   The Special Committee, after careful consideration, voted unanimously to recommend to the board of directors that it, and thereafter the board of directors, after careful consideration and acknowledging the interest of George Feldenkreis and Oscar Feldenkreis in the merger, voted unanimously to (i) approve and declare advisable the merger agreement, the merger and the transactions contemplated by the merger agreement, (ii) declare that it is fair to and in the best interests of the Company and the unaffiliated shareholders of the Company that the Company enter into the merger agreement and consummate the merger on the terms and subject to the conditions set forth in the merger agreement, (iii) direct that the adoption of the merger agreement be submitted to a vote at a meeting of the shareholders of the Company and (iv) recommend to the shareholders of the Company that they vote FOR the adoption of the merger agreement. The Special Committee and the board of directors also recommend that you vote FOR approval of the "golden parachute compensation" and FOR approval of the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the merger agreement. For purposes of the Rule 13e-3 "going private" transaction described in this Proxy Statement, and as used in this Proxy Statement, "unaffiliated shareholders" means all shareholders of the Company other than the Rollover Investors. See "Special Factors—Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger" beginning on page 50 and see "Advisory Vote on "Golden Parachute Compensation"" beginning on page 143.



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Opinion of the Special Committee's Financial Advisor . In connection with the merger, the Special Committee received a written opinion, dated June 15, 2018, from the Special Committee's financial advisor, PJ Solomon Securities, LLC ("PJS" or "PJ Solomon"), as to the fairness, from a financial point of view and as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, of the $27.50 in cash per share to be

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paid to the shareholders (other than Parent and its affiliates) pursuant to the merger agreement. The full text of PJS' written opinion, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this Proxy Statement as Appendix B. PJS provided its opinion for the information and assistance of the Special Committee in connection with its consideration of the merger. The opinion does not constitute a recommendation to any shareholder as to how any such shareholder should vote on the merger or act on any matter relating to the merger .

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Financing of the Merger.   Parent and Merger Sub have obtained debt financing commitments for the transactions contemplated by the merger agreement, the aggregate proceeds of which, together with the Rollover Investment and other funds available to Parent, are expected to be sufficient for Parent and Merger Sub to pay the aggregate merger consideration and the related fees and expenses of the transactions contemplated by the merger agreement. The consummation of the merger is not subject to any financing conditions (although funding of the debt financing is subject to the satisfaction of the conditions set forth in the commitment letters under which the financing will be provided). See "Special Factors—Financing of the Merger" beginning on page 78.



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Limited Guarantee.   In connection with the execution of the merger agreement, George Feldenkreis has executed and provided the Company with a limited non-recourse guarantee in favor of the Company to guarantee, subject to the limitations described therein, the payment of certain monetary obligations that may be owed by Parent pursuant to the merger agreement, including the payment of any reverse termination fee that may become payable by Parent following a termination of the merger agreement in specified circumstances, subject to an overall cap of $17.472 million. See "Special Factors—Limited Guarantee" beginning on page 82.



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Pledge and Security Agreement.   In connection with the execution of the merger agreement and limited guarantee, George Feldenkreis has provided the Company with a pledge and security agreement in favor of the Company pledging an aggregate of 647,451 certificated shares of Company Common Stock as the sole and exclusive recourse for his obligations under the limited guarantee. The pledged certificated shares of Company Common Stock are held in an escrow account maintained by Citibank, National Association under the control of the Special Committee. See "Special Factors—Pledge and Security Agreement" beginning on page 83.



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Interests of the Company's Directors and Executive Officers in the Merger.   In considering the recommendation of the board of directors, you should be aware that certain of the Company's directors and executive officers have interests in the merger that may be different from, or in addition to, their interests as Company shareholders. George Feldenkreis, a member of the board of directors, and Oscar Feldenkreis, the chief executive officer and member of the board of directors, are members of the GF Group and will have equity interests in Parent after the consummation of the merger. These interests may create conflicts of interest. The Special Committee and the board of directors were aware of these interests during their respective deliberations on the merits of the merger and in making their decisions to recommend and approve, respectively, the merger agreement and the transactions contemplated by the merger agreement, including the merger. These interests are discussed in "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 83, "Advisory Vote on "Golden Parachute Compensation"" beginning on page 143.

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Interests of Other Shareholders in the Merger.   In considering the recommendation of the board of directors, you should be aware that the Rollover Investors have interests in the merger that are different from, or in addition to, the interests of the Company's other shareholders. The Rollover Investors will have equity interests in Parent after the consummation of the merger. These interests may create conflicts of interest. The Special Committee and the board of directors were aware of these interests during their respective deliberations on the merits of the merger and in making their decisions to recommend and approve, respectively, the merger agreement and the transactions contemplated by the merger agreement, including the merger. These interests are discussed in "Special Factors—Positions of the GF Group Filing Persons Regarding the Fairness of the Merger" beginning on page 67.



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Material U.S. Federal Income Tax Consequences of the Merger.   The exchange of shares of Company Common Stock for cash pursuant to the merger generally will be a taxable event for U.S. federal income tax purposes. Each U.S. holder (as defined in the section entitled "Special Factors—Material U.S. Federal Income Tax Consequences" beginning on page 95) whose shares of Company Common Stock are converted into the right to receive cash in the merger will generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of the cash received with respect to such shares and the U.S. holder's adjusted tax basis in such shares. Gain or loss will be determined separately for each block of shares of Company Common Stock (i.e., shares of Company Common Stock acquired at the same cost in a single transaction). See "Special Factors—Material U.S. Federal Income Tax Consequences" beginning on page 95 for a discussion of the material U.S. federal income tax consequences of the merger to certain U.S. holders and certain non-U.S. holders. The determination of the actual tax consequences of the merger to a holder of Company Common Stock will depend on the holder's specific situation. Holders are urged to consult their tax advisors regarding the U.S. federal income tax consequences of the merger to them based on their particular circumstance, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.



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Treatment of Outstanding Options, Stock Appreciation Rights and Restricted Stock Awards.   In connection with the consummation of the merger, (i) each stock option and stock appreciation right, whether or not then exercisable or vested, will be converted into the right to receive at the closing cash equal to the product of (a) the excess, if any, of the per share merger consideration over the per share exercise price of the applicable option or stock appreciation right and (b) the number of shares of Company Common Stock underlying such option or stock appreciation right; (ii) each restricted stock award not subject to any performance-based vesting condition held by an employee will be automatically vested and converted into the right to receive at the closing cash equal to the product of (a) the per share merger consideration and (b) the number of shares of Company Common Stock subject to such restricted stock award; (iii) each restricted stock award not subject to any performance-based vesting condition held by a non-employee member of the board of directors will vest on a prorated basis based on the number of days that have elapsed since the grant date of such award and be converted into the right to receive at the closing cash equal to the product of (a) the per share merger consideration and (b) such pro-rated number of shares; and (iv) with the exception of certain management members described below, each restricted stock award subject to any performance-based vesting condition will be converted into a right to receive a restricted cash award from the surviving corporation that will vest and be payable (without regard to any performance goals but subject to applicable service vesting conditions in the prior award) at the end of its currently applicable vesting period, with the cash payment therefor equal to the product of: (a) the per share merger consideration and (b) the number of shares of Company Common Stock subject to such restricted stock award that would have vested based on target level achievement. Such restricted cash award will accelerate upon a termination without cause or for good reason prior to the

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scheduled vesting date. Each restricted stock award subject to any performance-based vesting condition held by Mr. Jorge Narino or Ms. Tricia McDermott Thompkins will be converted into a right to receive at the closing a cash payment equal to the product of: (a) the per share merger consideration and (b) the number of shares of Company Common Stock subject to such restricted stock award that would have vested based on target level achievement. All outstanding restricted stock units held by George Feldenkreis will be cancelled. For more details about the treatment of Company equity-based awards, please see the section entitled "The Merger Agreement—Conversion of Securities—Treatment of Outstanding Options, Stock Appreciation Rights and Restricted Stock Awards" beginning on page 117.

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Anticipated Closing of the Merger.   The merger is expected to be completed after all of the conditions to the merger are satisfied or waived. The Company currently expects the merger to be completed in the second half of 2018, although the Company cannot assure completion by any particular date, if at all. The Company will issue a press release once the merger has been completed. See "The Merger Agreement—Conditions to the Completion of the Merger" beginning on page 136.



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Limitations on Solicitations of Other Offers.   The Company has agreed to cease and terminate any previous discussions or negotiations with respect to "takeover proposals" (as defined in "The Merger Agreement—Covenants of the Company—No Solicitation of Takeover Proposals; Fiduciary Out" beginning on page 126). Under the merger agreement, the Company is subject to "nonsolicitation" restrictions that prohibit the Company, its subsidiaries and their respective representatives from soliciting, encouraging or facilitating offers or proposals relating to a takeover proposal or providing information to or engaging in discussions or negotiations with third parties regarding a takeover proposal. Prior to the adoption of the merger agreement by the Company's shareholders, or the termination of the merger agreement (whichever occurs earlier), the "nonsolicitation" restrictions are subject to "fiduciary out" provisions. See "The Merger Agreement—Covenants of the Company—No Solicitation of Takeover Proposals; Fiduciary Out" beginning on page 126 and "The Merger Agreement—Effect of Termination; Fees and Expenses" beginning on page 139.



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Termination.   The merger agreement may be terminated at any time prior to the completion of the merger:



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by mutual written consent of both Parent and the Company (but with respect to the Company, only pursuant to a resolution adopted by the Special Committee);



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by either Parent or the Company if (but with respect to the Company, only pursuant to a resolution adopted by the Special Committee):



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the merger is not consummated by December 14, 2018 (the "termination date"), except that such right to terminate the merger agreement will not be available to the party seeking to terminate the merger agreement if such party has breached any of its representations, warranties, covenants or agreements in the merger agreement, which breach has materially contributed to, or resulted in, the failure to consummate the merger by such date;



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the merger agreement has been submitted to the Company's shareholders for adoption at a duly convened shareholders meeting (or adjournment, postponement or recess thereof) at which a quorum is present and the requisite shareholder vote is not obtained; or



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a final and nonappealable order of any governmental authority having jurisdiction over any party to the merger agreement permanently enjoins or prohibits consummation of the merger; provided that the party seeking to terminate the merger agreement must

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have used reasonable best efforts to challenge such order and cause such order to be withdrawn, rescinded, terminated, cancelled or otherwise nullified;

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by Parent if:



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prior to the adoption of the merger agreement by the Company's shareholders, the Special Committee or the board of directors has changed, withdrawn, modified or amended its recommendation (or the Special Committee recommends that the board of directors take any such action) that the Company's shareholders adopt the merger agreement in any manner adverse to Parent (or the Special Committee or the board of directors has publicly proposed to do so);



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prior to the adoption of the merger agreement by the Company's shareholders, (i) the board of directors or the Special Committee approves, endorses or recommends any takeover proposal (or publicly proposes to do so) or (ii) any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity or securities of the Company then outstanding is commenced and the board of directors or Special Committee recommends in favor of such tender offer or exchange offer by its shareholders (or publicly proposes to do so) or within ten business days after the commencement thereof the board of directors fails to recommend against such tender offer or exchange offer; or



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a breach by the Company of any of its representations, warranties, covenants or agreements under the merger agreement has occurred, which breach would give rise to a failure of certain specified conditions to closing and such breach is not capable of being cured prior to the termination date or is not cured by the Company within 20 business days after the Company's receipt of written notice of such breach from Parent, but only so long as neither Parent nor Merger Sub are in breach of their respective representations, warranties, covenants or agreements under the merger agreement which breach would give rise to the failure of specified conditions to the Company's obligations to close;



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by the Company (only pursuant to a resolution adopted by the Special Committee before the effective time of merger):



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pursuant to the "no-shop" provisions in the merger agreement as described under the heading "The Merger Agreement—Covenants of the Company—No Solicitation of Takeover Proposals; Fiduciary Out" beginning on page 126;



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in the event of a breach by Parent or Merger Sub of any of their respective representations, warranties, covenants or agreements under the merger agreement has occurred, which breach would give rise to a failure of certain specified conditions to closing and such breach is not capable of being cured prior to the termination date, or is not cured by Parent within 20 business days after Parent's receipt of written notice of such breach from the Company, but only so long as the Company is not in breach of its representations, warranties, covenants or agreements under the merger agreement which breach would give rise to the failure of specified conditions to Parent's obligations to close; or



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if (i) all of the conditions to the respective obligations of the parties and to Parent's obligations to close have been satisfied or waived (other than any condition the failure of which to be satisfied is attributable to a breach by Parent or Merger Sub of their respective representations, warranties, covenants or agreements contained in the merger agreement and other than conditions that, by their nature, are to be satisfied at the closing and which were, at the time of termination, capable of being satisfied), (ii) the

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Company confirmed to Parent in writing that all conditions to the Company's obligations to close have been satisfied (or that it is willing to waive (to the extent permitted by law) any unsatisfied conditions to the Company's obligations to close) and that it stands and will stand ready, willing and able to consummate the merger and (iii) Parent and Merger Sub have failed to consummate the closing by the earlier of (x) the date that is five business days after receipt of such confirmation by the Company and (y) the termination date.

None of the Rollover Investors (other than George Feldenkreis) or any of their affiliates, partners, members, directors, officers, employees and other specified persons (i) shall be obligated under, or otherwise have any liability with respect to, any guarantee obligations of George Feldenkreis or any reverse termination fee payable by Parent or Merger Sub to the Company and/or (ii) will be entitled to receipt of any termination fee payable by the Company to Parent and/or Merger Sub.

        See "The Merger Agreement—Termination" beginning on page 137.

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Termination Fees.   The merger agreement contains certain termination rights for both the Company and Parent. The merger agreement provides that, upon termination of the merger agreement under specified circumstances, the Company would be required to pay Parent or its designee a termination fee in an amount equal to $8.736 million (including, under certain circumstances, if the Company enters into a definitive agreement for or consummates an alternative takeover proposal during the 9-month "tail" period following termination of the merger agreement, or under other certain circumstances, during the 12-month "tail" period following termination of the merger agreement). The merger agreement also provides that Parent would be required to pay the Company a reverse termination fee, upon termination of the merger agreement under specified circumstances, of $17.472 million, and, in certain circumstances, the fees and expenses of the Company, but subject to an overall cap of $17.472 million. The merger agreement provides that under no circumstances may the Company be permitted or entitled to receive both payment of the reverse termination fee and payment of other monetary damages. See "The Merger Agreement—Effect of Termination; Fees and Expenses" beginning on page 139 and "Special Factors—Limited Guarantee" beginning on Page 82.



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Specific Performance.   Under certain circumstances, the Company, on the one hand, and Parent and Merger Sub, on the other hand, are entitled to an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement and to enforce specifically the terms and provisions thereof, this being in addition to any other remedy at law or in equity to which they are entitled. However, the right of the Company to seek specific performance to enforce Parent's and/or Merger Sub's obligation to effect the closing as provided by the merger agreement is subject to the requirements that (i) all of the conditions to the parties' respective obligations and to Parent's and Merger Sub's obligations to consummate the merger would have been satisfied if the closing were to have occurred at such time (other than those conditions that, by their terms, are to be satisfied at the closing, each of which shall be capable of being satisfied at the closing, or the failure of which to be satisfied is attributable primarily to a breach by Parent or Merger Sub of their respective representations, warranties, covenants or agreements contained in the merger agreement), (ii) the debt financing has been funded or will be funded at the date the closing is required to occur in accordance with the terms of the merger agreement upon delivery of a drawdown notice by Parent and/or notice from Parent that the Rollover Investment will be funded at such date, (iii) Parent and Merger Sub fail to complete the closing on the date the closing is required to have occurred as provided in the merger agreement, and (iv) the Company has irrevocably confirmed in writing to Parent that all of the conditions to the parties' respective obligations and to the Company's obligations to consummate the merger have

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been satisfied (or that the Company would be willing to waive any unsatisfied conditions for purposes of consummating the merger) and that if specific performance is granted and if the debt financing and Rollover Investment were funded, the closing would occur. The merger agreement provides that under no circumstances may the Company be permitted or entitled to receive both a grant of specific performance or other equitable relief pursuant to which the merger is consummated and the aggregate merger consideration is received, on the one hand, and payment of all or a portion of the reverse termination fee or other monetary damages, on the other hand. See "The Merger Agreement—Effect of Termination; Fees and Expenses" beginning on page 139 and see "Special Factors—Financing of the Merger" beginning on page 78.

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Additional Information.   You can find more information about the Company in the periodic reports and other information the Company files with the Securities and Exchange Commission (the "SEC"). This information is available at the SEC's public reference facilities and at the website maintained by the SEC at www.sec.gov and on the Company's website at http://investor.pery.com/. For a more detailed description of the additional information available, see "Where Shareholders Can Find More Information" beginning on page 160.

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QUESTIONS AND ANSWERS ABOUT THE MERGER,
THE "GOLDEN PARACHUTE COMPENSATION" AND THE SPECIAL MEETING

        The following questions and answers, which are for your convenience only, briefly address some commonly asked questions about the merger, the "golden parachute compensation" and the Special Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Proxy Statement. These questions and answers may not address all questions that may be important to you as a shareholder of Perry Ellis. You should still carefully read this entire Proxy Statement, including the attached appendices.

Q:    When and where is the Special Meeting?

A:

The Special Meeting will be held at [    ] [a.m.][p.m.], Eastern Time, on [    ], 2018. The Special Meeting will be held at [    ].

Q:    What items will be voted upon at the Special Meeting?

A:

There are three matters scheduled for a vote at the Special Meeting:

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A vote on the adoption of the merger agreement, pursuant to which Merger Sub will merge with and into the Company and the Company will continue as the surviving corporation and become a wholly-owned subsidiary of Parent;

2.

An advisory (non-binding) vote to approve the "golden parachute compensation" that may become payable to the Company's named executive officers in connection with the merger; and

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A vote on a proposal to approve the adjournment, postponement or recess of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the merger agreement.

In addition, shareholders will be asked to consider and vote upon any other matters that properly come before the Special Meeting or any adjournment, postponement or recess thereof.

Q:    What will happen in the merger?

A:

In the merger, Merger Sub will be merged with and into the Company and the Company will continue as the surviving corporation and become a wholly-owned subsidiary of Parent. As a result of the merger, Company Common Stock will no longer be publicly traded, and you will no longer have any interest in the Company's future earnings or growth. In addition, Company Common Stock will be delisted from the Nasdaq Global Market and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company will no longer be required to file periodic reports with the SEC with respect to Company Common Stock.

Q:    What will I receive in the merger?

A:

If the merger is completed, you will be entitled to receive $27.50 in cash, without interest and less any applicable withholding taxes, for each share of Company Common Stock that you own immediately prior to the effective time of the merger. For example, if you own 100 shares of Company Common Stock, you will receive $2,750.00 in cash in exchange for your shares of Company Common Stock, without giving effect to any applicable withholding taxes. This does not apply to (i) shares of Company Common Stock held by the Company or any of its wholly-owned subsidiaries or Parent or its subsidiaries, (ii) shares of Company Common Stock held by the Rollover Investors, and (iii) shares of Company Common Stock whose holders have not voted in favor of adopting the merger agreement and have demanded and perfected their appraisal rights in

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accordance with, and have complied in all respects with, the FBCA. You will not own, directly or indirectly, any shares of the capital stock in the surviving corporation.

In connection with the consummation of the merger, (i) each stock option and stock appreciation right, whether or not then exercisable or vested, will be converted into the right to receive at the closing cash equal to the product of (a) the excess, if any, of the merger consideration over the per share exercise price of the applicable option or stock appreciation right and (b) the number of shares of Company Common Stock underlying such option or stock appreciation right; (ii) each restricted stock award not subject to any performance-based vesting condition held by an employee will be automatically vested and converted into the right to receive at the closing cash equal to the product of (a) the per share merger consideration and (b) the number of shares of Company Common Stock subject to such restricted stock award; (iii) each restricted stock award not subject to any performance-based vesting condition held by a non-employee member of the board of directors will vest on a prorated basis based on the number of days that have elapsed since the grant date of such award and be converted into the right to receive at the closing cash equal to the product of (a) the per share merger consideration and (b) such pro-rated number of shares; and (iv) with the exception of certain management members described below, each restricted stock award subject to any performance-based vesting condition will be converted into a right to receive a restricted cash award from the surviving corporation that will vest and be payable (without regard to any performance goals but subject to applicable service vesting conditions in the prior award) at the end of its currently applicable vesting period, with the cash payment therefor equal to the product of: (a) the per share merger consideration and (b) the number of shares of Company Common Stock subject to such restricted stock award that would have vested based on target level achievement. Such restricted cash award will accelerate upon a termination without cause or for good reason prior to the scheduled vesting date. Each restricted stock award subject to any performance-based vesting condition held by Mr. Jorge Narino or Ms. Tricia McDermott Thompkins will be converted into a right to receive at the closing a cash payment equal to the product of: (a) the per share merger consideration and (b) the number of shares of Company Common Stock subject to such restricted stock award that would have vested based on target level achievement.

Q:    How does the per share merger consideration compare to the market price of Company Common Stock prior to announcement of the merger?

A:

The $27.50 per share to be paid in respect of each share of Company Common Stock represents (i) a premium of 21.6% based on the closing price per share of Company Common Stock on February 5, 2018 (the "Undisturbed Date"), the last trading day before the announcement by George Feldenkreis of a proposal to acquire the Company, of $22.62; (ii) a premium of 26.22% based on the volume weighted average price per share of Company Common Stock for the 1-year period ending on the Undisturbed Date, of $21.79; (iii) a premium of 25.6% based on the volume weighted average price per share of Company Common Stock for the 180-day period ending on the Undisturbed Date, of $21.90; (iv) a premium of 14.0% based on the volume weighted average price per share of Company Common Stock for the 90-day period ending on the Undisturbed Date, of $24.13; (v) a premium of 11.1% based on the volume weighted average price per share of Company Common Stock for the 60-day period ending on the Undisturbed Date, of $24.75; (vi) a premium of 9.4% based on the volume weighted average price per share of Company Common Stock for the 30-day period ending on the Undisturbed Date, of $25.14; (vii) a premium of 5.8% based on the highest closing price per share of Company Common Stock for the 52-week period ending on the Undisturbed Date, of $25.99; and (viii) a discount of 4.5% based on the highest closing price per share of Company Common Stock for the 5-year period ending on the Undisturbed Date, of $28.80.

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Q:    How will our directors and executive officers vote on the proposal to adopt the merger agreement?

A:

Our directors and executive officers have informed us that, as of the date of this Proxy Statement, they intend to vote all of the shares of Company Common Stock owned directly by them, in favor of the adoption of the merger agreement. As of [                        ], the record date for the Special Meeting, our directors and executive officers (including George Feldenkreis and Oscar Feldenkreis) directly owned, in the aggregate, [    ] shares of Company Common Stock entitled to vote at the Special Meeting, or collectively approximately [    ] of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting. As of [                        ], the record date for the Special Meeting, our directors and executive officers that are not party to the voting agreement (as described in "Special Factors—Voting Agreement" beginning on page 91) directly owned, in the aggregate, [    ] shares of Company Common Stock entitled to vote at the Special Meeting, or collectively approximately [    ] of the outstanding shares of Company Common Stock entitled to vote at the Special Meeting. See "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 83.

Q:    Who will own the Company after the merger?

A:

After the merger, the Company will be a wholly-owned subsidiary of Parent. Immediately following the merger, George Feldenkreis, Oscar Feldenkreis and the other Rollover Investors will own 100% of the equity securities of Parent.

Q:    Who can attend and vote at the Special Meeting?

A:

All holders of Company Common Stock at the close of business on [                        ], the record date for the Special Meeting, will be entitled to vote (in person or by proxy) at the Special Meeting.

Q:    What vote is required to adopt the merger agreement?

A:

The merger agreement must be adopted by the affirmative vote of the holders of (i) a majority of the outstanding shares of Company Common Stock entitled to vote thereon, and (ii) a majority of the outstanding shares of Company Common Stock entitled to vote thereon that are not owned directly or indirectly by the Rollover Investors, any other officers or directors of the Company or any other person having any equity interest in, or right to acquire any equity interest in, Merger Sub or any person of which merger Sub is a direct or indirect subsidiary. Because the required vote is based on the number of shares of Company Common Stock outstanding rather than on the number of votes cast, failure to vote your shares (including as a result of broker non-votes) and abstentions will have the same effect as voting against the adoption of the merger agreement. A "broker non-vote" occurs when a broker does not have discretion to vote on the matter and has not received instructions from the beneficial holder as to how such holder's shares are to be voted on the matter. Whether or not you plan to attend the Special Meeting in person, to ensure the presence of a quorum and that your shares are represented at the Special Meeting, please vote via the Internet or by telephone as instructed in the accompanying proxy materials or complete, date and sign and return a proxy card as promptly as possible.

The Rollover Investors have entered into a voting agreement with Parent and the Company that covers an aggregate of approximately 19.8% of the outstanding shares of Company Common Stock, pursuant to which such shareholders have agreed to, among other things, vote their shares FOR the adoption of the merger agreement and the approval of the merger and any related proposal in furtherance of the merger and the transactions contemplated by the merger agreement.

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Q:    Why am I being asked to cast an advisory (non-binding) vote to approve "golden parachute compensation" that may become payable to the Company's named executive officers under existing agreements with the Company in connection with the merger?

A:

The SEC has adopted rules that require the Company to seek an advisory (non-binding) vote with respect to certain compensation that will or may be payable to the Company's named executive officers in connection with the merger.

Q:    What is the "golden parachute compensation"?

A:

The "golden parachute compensation" is certain compensation that is tied to or based on the consummation of the merger and may become payable to the Company's named executive officers under existing agreements with the Company. See "Advisory Vote on "Golden Parachute Compensation" " beginning on page 143.

Q:    What vote is required to approve on an advisory basis the "golden parachute compensation" that may become payable to the Company's named executive officers under existing agreements with the Company in connection with the merger?

A:

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote on the proposal is required for approval of the advisory (non-binding) proposal on "golden parachute compensation."

Q:    What will happen if shareholders do not approve the "golden parachute compensation" at the Special Meeting?

A:

Approval of the "golden parachute compensation" is not a condition to the completion of the merger. The vote with respect to the "golden parachute compensation" is merely an advisory vote and will not be binding on the Company or Parent. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to shareholder approval. Accordingly, regardless of the outcome of the non-binding, advisory vote, if the merger agreement is adopted by the shareholders and completed, our named executive officers will be eligible to receive the various "golden parachute" payments.

Q:    What is a quorum?

A:

A quorum will be present if holders of a majority in voting power of all outstanding shares of Company Common Stock entitled to vote on a matter at the Special Meeting are present in person or represented by proxy at the Special Meeting. The quorum for the Special Meeting is not broken by the subsequent withdrawal of any shareholder. If a quorum is not present at the Special Meeting, the Special Meeting may be adjourned to another time and place.

Q:    How many votes do I have?

A:

You have one vote for each share of Company Common Stock that you own as of the close of business on the record date.

Q:    How are votes counted and what happens if I do not vote?

A:

Votes will be counted separately in respect of each proposal by the inspector of election appointed for the Special Meeting, who will separately count FOR and AGAINST votes, abstentions and broker non-votes. A "broker non-vote" occurs when a nominee holding shares for a beneficial owner does not receive instructions from the beneficial owner with respect to the merger proposal, the proposal for "golden parachute compensation" or the adjournment proposal, counted separately.

Because Florida law requires the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock to approve the adoption of the merger agreement, the failure

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to vote, broker non-votes and abstentions will have the same effect as a vote AGAINST the adoption of the merger agreement.

Because the advisory (non-binding) vote to approve the "golden parachute compensation" and approval of the adjournment proposal require the affirmative vote of the holders of a majority of the shares of Company Common Stock, present in person or represented by proxy and entitled to vote thereon, abstentions will have the same effect as a vote AGAINST each of the "golden parachute compensation" and adjournment proposal. Broker non-votes will have no effect on the outcome of each of the "golden parachute compensation" proposal and the adjournment proposal. As noted above, the vote with respect to the "golden parachute compensation" is merely an advisory vote and will not be binding on the Company or Parent. Accordingly, regardless of the outcome of the non-binding, advisory vote, if the merger agreement is adopted by the shareholders and completed, our named executive officers will be eligible to receive the various "golden parachute" payments.

Adoption of the merger agreement and the transactions contemplated by the merger agreement will require the affirmative vote of the holders of (i) a majority of the outstanding shares of the Company Common Stock entitled to vote thereon as of the record date for the Special Meeting; and (ii) a majority of the outstanding shares of the Company Common Stock entitled to vote thereon as of the record date for the Special Meeting that are not owned by: (x) officers or directors of the Company, (y) the Rollover Investors, or (z) any person having any equity interest in Parent or Merger Sub.

Q:    How do I vote my Company Common Stock?

A:

Before you vote, you should read this Proxy Statement carefully and in its entirety, including the appendices, and carefully consider how the merger and the "golden parachute compensation" affect you. Then, mail your completed, dated and signed proxy card in the enclosed return envelope or vote via Internet or by telephone as soon as possible so that your shares can be voted at the Special Meeting. For more information on how to vote your shares, see "The Special Meeting—How Do I Vote?" beginning on page 111.

Q:    If my shares are held in "street name" by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:

Your broker will not vote your shares on your behalf unless you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct it to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting AGAINST the adoption of the merger agreement for purposes of the Company shareholder approval, but will have no effect for purposes of the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies or on the outcome of the advisory (non-binding) vote on "golden parachute compensation."

Q:    Will my shares held in "street name" or another form of record ownership be combined for voting purposes with shares I hold of record?

A:

No. Because any shares you may hold in "street name" will be deemed to be held by a different shareholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity may be voted by the officer, agent or proxy designated by the bylaws of such corporate shareholder or, in the absence of any applicable bylaw, by such person or persons as the board of directors of the corporate shareholder may designate. In the absence of any such designation, or, in case of

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conflicting designation by the corporate shareholder, the chairman of the board, the president, any vice president, the secretary and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote such shares. Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name or the name of his nominee. Shares held by or under the control of a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by such person without the transfer thereof into his name. If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary of the Company is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting shall have the following effect: (a) if only one votes, in person or by proxy, his act binds all; (b) if more than one votes, in person or by proxy, the act of the majority so voting binds all; (c) if more than one votes, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally; or (d) if the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes hereof shall be a majority or a vote evenly split in interest.

Q:    May I vote in person?

A:

Yes. You may attend the Special Meeting and vote your shares in person whether or not you sign and return your proxy card. If your shares are held of record by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy from such record holder.

Q:    May I change my vote after I have mailed my signed proxy card?

A:

Yes. If you are the shareholder of record of your shares, you may revoke your proxy in any one of three ways:

•

You may submit another properly completed proxy bearing a later date which is received by Innisfree M&A Incorporated, our proxy solicitor, by the close of business on [      ], 2018;

•

You may send a written notice which is received by the close of business on [      ], 2018 that you are revoking your proxy to 3000 N.W. 107th Avenue Miami, Florida 33172, Attention: Tricia Thompkins, General Counsel and Secretary; or

•

You may attend the Special Meeting and notify the election officials that you wish to revoke your proxy and vote in person. Your attendance at the Special Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker, bank or other agent as your nominee, you should follow the instructions provided by your broker, bank or other agent.

Q:    What does it mean if I receive more than one set of proxy materials?

A:

This means you own shares of Company Common Stock that are registered under different names or are in more than one account. For example, you may own some shares directly as a shareholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

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Q:    If the merger is completed, how will I receive cash for my shares?

A:

If the merger agreement is adopted and the merger is consummated, and if you are the record holder of your shares of Company Common Stock (i.e., you have a stock certificate (or affidavit of loss in lieu thereof) or you hold shares in book-entry), as soon as reasonably practicable, and in any event within three business days, after the effective time of the merger, you will be sent a letter of transmittal to complete and return to a paying agent to be designated by Parent, referred to herein as the "paying agent." In order to receive the $27.50 per share merger consideration, you must send the paying agent, according to the instructions provided, your validly completed and signed letter of transmittal together with your Company stock certificates (or affidavit of loss in lieu thereof) or book-entry shares, as applicable, and other required documents as instructed in the separate mailing. Once you have properly submitted these materials, you will receive cash for your shares. If your shares of Company Common Stock are held in "street name" by your broker, bank or other nominee, you will receive instructions after the effective time of the merger from your broker, bank or other nominee as to how to effect the surrender of your "street name" shares and receive cash for those shares.

Q:    What happens if the merger is not completed?

A:

If the merger agreement is not adopted by the shareholders of the Company or if the merger is not completed for any other reason, the shareholders of the Company will not receive any payment for their shares of Company Common Stock in connection with the merger. Instead, the Company will remain a stand-alone company, Company Common Stock will continue to be listed and traded on the Nasdaq Global Market and registered under the Exchange Act, and the Company will continue to file periodic reports with the SEC with respect to Company Common Stock. Under specified circumstances, the Company may be required to pay to Parent, or may be entitled to receive from Parent, a fee with respect to the termination of the merger agreement, as described under "The Merger Agreement—Effect of Termination; Fees and Expenses" beginning on page 139.

Q:    When should I send in my stock certificates?

A:

If the merger agreement is adopted you will receive the letter of transmittal following the consummation of the merger. You should send your stock certificates (or affidavit of loss in lieu thereof) together with the letter of transmittal in accordance with the instructions provided after the merger is consummated and not now.

Q:    I do not know where my stock certificate is—how will I get my cash?

A:

The materials you are sent after the completion of the merger will include the procedures that you must follow if you cannot locate your stock certificate. This will include an affidavit that you will need to sign attesting to the loss of your stock certificate. The Company may also require that you provide a customary indemnity agreement to the Company in order to cover any potential loss.

Q:    What happens if I sell my shares of Company Common Stock before the Special Meeting?

A:

The record date for shareholders entitled to vote at the Special Meeting is earlier than the consummation of the merger. If you transfer your shares of Company Common Stock after the record date but before the Special Meeting you will, unless special arrangements are made, retain your right to vote at the Special Meeting, but will transfer the right to receive the merger consideration to the person to whom you transfer your shares.

Q:    What rights do I have to seek a valuation of my shares?

A:

Shareholders who do not vote in favor of the adoption of the merger agreement may exercise their right to seek appraisal of the fair value of their shares of Company Common Stock if the merger is completed in lieu of receiving the per share merger consideration, but only if they do not vote in

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favor of adopting the merger agreement and otherwise comply with the procedures of Sections 607.1301 through 607.1333 of the FBCA, which is the appraisal rights statute applicable to Florida corporations. A copy of Sections 607.1301 through 607.1333 of the FBCA is included as Appendix C to this Proxy Statement and the procedures are summarized in this Proxy Statement. See "Special Factors—Appraisal Rights" beginning on page 92 and Appendix C to this Proxy Statement.

Q:    What do I need to do now?

A:

You should carefully read this Proxy Statement, including the appendices, in their entirety, and consider how the merger and the "golden parachute compensation" would affect you. Whether or not you plan to attend the Special Meeting in person, to ensure the presence of a quorum and that your shares are represented at the Special Meeting, please vote via the Internet or by telephone as instructed in the accompanying proxy materials or complete, date, sign and return a proxy card as promptly as possible.

Q:    Who can help answer my questions?

A:

If you have questions about the merger agreement or the merger, including the procedures for voting your shares, you should contact Innisfree M&A Incorporated, our proxy solicitor, by calling toll-free at 1 (888) 750-5834 (banks and brokers may call collect at (212) 750-5833).

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SPECIAL FACTORS

        The following, together with the summary of the merger agreement set forth under "The Merger Agreement," is a description of the material aspects of the merger. While we believe that the following description covers the material aspects of the merger, the description may not contain all of the information that is important to you. We encourage you to read carefully this entire document, including the Agreement and Plan of Merger attached to this Proxy Statement as Appendix A, for a more complete understanding of the merger. The following description is subject to, and is qualified in its entirety by reference to, the merger agreement. You may obtain additional information without charge by following the instructions in "Where Shareholders Can Find More Information" beginning on page 160 of this Proxy Statement.

Background of the Merger

        From time to time, the Board and the Company's senior management have evaluated potential strategic alternatives relating to the Company's businesses, including business combinations, strategic partnerships, acquisitions and other potential strategic transactions, all with a view towards enhancing shareholder value. No firm offer to acquire the Company has been made during the past two years, except as described below.

        In August, 2017, the independent directors of the Company, Joe Arriola, Jane DeFlorio, Bruce J. Klatsky, Michael W. Rayden and J. David Scheiner, began to evaluate the role of Mr. George Feldenkreis as Executive Chairman of the Company. On September 20, 2017, the Board removed Mr. George Feldenkreis as Executive Chairman of the Company, simultaneously terminating his operational role in the Company, and elected Mr. Scheiner as Non-Executive Chairman of the Board.

        On October 24, 2017, the Board formed the Special Committee to review certain matters, including the role of Mr. Oscar Feldenkreis as Chief Executive Officer of the Company, his employment arrangement with the Company and strategic planning for the Company. Subsequently and throughout the process, the Special Committee continued to evaluate the role of Mr. Oscar Feldenkreis. The Special Committee, as of the time it received the Feldenkreis Proposal (as defined below), had not yet reached a conclusion on these matters and therefore deferred reaching a conclusion on these matters while the Feldenkreis Proposal remained a potential value maximizing strategy for shareholders.

        On February 6, 2018, the Company received an unsolicited letter from Mr. George Feldenkreis (the former Executive Chairman of the Company, and a member of the Board) and Fortress Credit Advisors LLC ("Fortress"). Mr. George Feldenkreis proposed to acquire the Company in an all cash transaction for $27.50 per share (the "Feldenkreis Proposal"). Therein, Mr. George Feldenkreis stated that he would anticipate discussing with Mr. Oscar Feldenkreis (the Company's Chief Executive Officer and a member of the Board) whether Mr. Oscar Feldenkreis would contribute his existing equity ownership of the Company as part of a negotiated transaction. The Feldenkreis Proposal noted that Mr. George Feldenkreis had engaged SCOPE Advisors, LLC ("Scope") as financial advisors, and Olshan Frome Wolosky LLP ("Olshan") and Stearns Weaver Miller Weissler Alhadeff & Sitterson as legal counsel, and that Fortress had engaged Kirkland & Ellis LLP as legal counsel. Mr. George Feldenkreis noted that if he did not receive a favorable response from the Board to the Feldenkreis Proposal by March 10, 2018, he intended to evaluate all of his options as a shareholder of the Company and take appropriate action with respect to his investment.

        On February 7, 2018, Mr. George Feldenkreis filed a statement on Schedule 13D disclosing his interest in acquiring the Company at $27.50 per share and certain understandings in place between Mr. George Feldenkreis and Fortress. Mr. George Feldenkreis explicitly reserved his right to propose a slate of directors for election to the Board at the 2018 annual meeting of shareholders (the "2018 Annual Meeting"). The Schedule 13D disclosure also noted that Mr. George Feldenkreis and Fortress

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had entered into a non-binding letter of intent in which Fortress "confirmed it would consider committing $300 million of debt and/or equity financing toward the proposed acquisition". Further, the Schedule 13D disclosed that Mr. George Feldenkreis had entered into a letter agreement with Fortress pursuant to which he agreed to pay Fortress a profit sharing fee if Mr. George Feldenkreis sold his shares (or entered into an agreement to sell such shares) to a third party within six months of the date of such agreement, in an amount equal to $1 million for each $1.00 of share price in excess of $23.50 per share, up to a maximum of $5 million.

        Also on February 7, 2018, the Special Committee delivered a letter to Mr. Oscar Feldenkreis, noting that the Feldenkreis Proposal explicitly anticipated discussions between Mr. George Feldenkreis and Mr. Oscar Feldenkreis in respect of Mr. Oscar Feldenkreis contributing his existing equity, and directing Mr. Oscar Feldenkreis to refrain, absent prior written consent of the Special Committee, from making any public or private statements or engaging in any public or private communications with any customers, suppliers, employees, consultants, officers or other business relations of the Company, including George Feldenkreis, Fortress Credit Advisors LLC or any of their respective affiliates, advisors or other representatives, in each case regarding the Feldenkreis Proposal or any alternative transaction that may be considered by the Board or its committees in connection with the evaluation of such proposal.

        On February 9, 2018, the Special Committee sent a letter to Mr. George Feldenkreis reminding Mr. George Feldenkreis of his fiduciary duties to protect the confidentiality of the Company's non-public or proprietary information and to refrain from using such information for any reason other than his service to the Company as a director. The letter explicitly indicated that fiduciary duties under Florida law would prohibit Mr. George Feldenkreis from using any non-public, proprietary or confidential information concerning the Company for the purpose of facilitating the transaction contemplated by the Feldenkreis Proposal.

        Also on February 9, 2018, Mr. George Feldenkreis responded to the Special Committee with a letter confirming his knowledge of his fiduciary duties and reminding the Special Committee of its fiduciary duties to act in the best interest of the Company's shareholders.

        On February 13, 2018, the Board held a meeting, at which all directors were present, during which it expanded the powers of the Special Committee, giving it exclusive power to (i) evaluate the terms and conditions of the Feldenkreis Proposal or any alternative thereto, and determine whether the Feldenkreis Proposal or any alternative thereto is advisable, fair, and in the best interest of the Company and its shareholders, (ii) negotiate with any party regarding the Feldenkreis Proposal or any alternative thereto, and if the Special Committee deems appropriate and permissive under applicable law, approve the execution and delivery of documents in connection therewith on behalf of the Company, (iii) determine whether the Feldenkreis Proposal or any alternative thereto is beneficial to the Company and its shareholders and (iv) recommend to the full Board what action, if any, should be taken with respect to the Feldenkreis Proposal or any alternative thereto, including the rejection of the Feldenkreis Proposal or any alternative thereto. The resolutions explicitly empowered the Special Committee to retain, at the Company's expense, independent legal counsel and financial advisors in connection with such duties, and to act on behalf of the Company in connection with any matters ancillary or related to the Special Committee's purpose, including entering into contracts of any nature, commencing litigation and authorizing defensive measures on behalf of the Company. The resolutions authorized and directed the Company to pay all fees, expenses and disbursements, and to honor all other obligations of the Company under such contracts, in connection with such matters. The resolutions explicitly indicated the Special Committee was not required to furnish to the Board any work product or communications between the members of the Special Committee and its counsel and advisors.

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        Also on February 13, 2018, the Special Committee met and discussed with Paul, Weiss, Rifkind, Wharton & Garrison LLP ("Paul, Weiss") and Akerman LLP ("Akerman") (each of whom had been retained by the independent directors in August 2017, in connection with the review of Mr. George Feldenkreis' role with the Company) the Special Committee's fiduciary duties in connection with the Company's process for evaluating strategic alternatives, including a potential sale of the Company. The Special Committee discussed the role of Mr. Oscar Feldenkreis and his role in the process of the Feldenkreis Proposal. At this meeting, settlement negotiations between the Company and Ms. Fanny Hanono, a former Company employee and Mr. George Feldenkreis' daughter, were also discussed.

        Between February 6 and February 17, 2018, members of the Special Committee met with several financial advisors about potentially representing the Special Committee in connection with evaluating the Feldenkreis Proposal and any strategic alternatives thereto. On February 22, 2018, the Special Committee approved the Company's engagement of PJ Solomon as the Special Committee's financial advisor, following discussion (including regarding the Special Committee's fiduciary duties), and in connection therewith, the Company entered into an Engagement Letter with PJ Solomon, and a Non-Disclosure Agreement with PJ Solomon. The Special Committee selected PJ Solomon as its financial advisor because PJ Solomon is a recognized financial advisory firm that has substantial experience in transactions similar to the merger and after taking into account the conclusion of PJ Solomon, at the time of such selection (which was subsequently reconfirmed in connection with delivery of the fairness opinion on June 15, 2018), that there were no relationships or interests in connection with the proposed merger that would limit the ability of PJ Solomon to perform its obligations as financial advisor to the Special Committee. Also on February 22, 2018, representatives of PJ Solomon met with senior members of management, including the Chief Executive Officer, Mr. Oscar Feldenkreis, Chief Financial Officer, Mr. Jorge Narino, and General Counsel, Ms. Tricia Thompkins. At the meeting the parties discussed the Company's initial 2019 budget projections, a "3-year plan" and the Company's non-core brand analysis. PJ Solomon would later report to the Special Committee that management of the Company had informed PJ Solomon that (i) the Company had not yet completed the preparation of financial statements for the fiscal year ended February 3, 2018 as the closing was not yet complete following the fiscal year end, (ii) the fiscal year 2019 budget would be reviewed to consider recent and potential bankruptcy filings by customers of the Company, and (iii) the "3-year plan" was preliminary and not yet complete, consisting solely of 2019 projections with revenue "rollups" and no expense projections.

        On February 22, 2018, representatives of PJ Solomon spoke with Mr. George Feldenkreis' financial advisor, Scope, to discuss process and the proposed capital structure for an acquisition of the Company by Mr. George Feldenkreis. During that conversation, Scope relayed that there would be sufficient capital between the rollover of shares held by Mr. George Feldenkreis and his family, on the one hand, and Fortress' commitment to provide $300 million of debt and/or equity financing on the other hand, to finance the Feldenkreis Proposal.

        On February 23, 2018, the Special Committee met with its advisors and discussed Mr. George Feldenkreis' ongoing interest in acquiring the Company, including whether the Feldenkreis Proposal would materialize into an actionable opportunity for shareholders, the potential timing of the Feldenkreis Proposal or any alternative transaction, and the desirability of bringing in an independent third-party management consultant to review the Company's projections.

        On February 26, 2018, the Company issued a press release announcing that the Board authorized the Special Committee to review the Feldenkreis Proposal and that the Special Committee retained Paul, Weiss and Akerman as its legal counsel and PJ Solomon as its financial advisor to assist with its review.

        On February 27, 2018, Olshan sent a letter to Paul, Weiss requesting that the Company move quickly to engage with Mr. George Feldenkreis. Olshan also requested that the Company send a draft

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non-disclosure agreement in order to permit Fortress to conduct due diligence in connection with the Feldenkreis Proposal.

        On March 3, 2018, the Special Committee met with its advisors to receive an update on the process. At this meeting, the Special Committee reviewed a presentation prepared by PJ Solomon with its financial and legal advisors, which reviewed the terms of the Feldenkreis Proposal, trading multiples represented by the Feldenkreis Proposal, publicly available historical trading market data about the Company, publicly available research analyst views on the Company, management's most recent stand-alone plan for the Company going forward, growth rates reflected in this management plan, risks associated with this management plan, preliminary financial analyses of the Company using data from this management plan (which preliminary analyses consisted of a preliminary selected companies analysis that used an illustrative range of price/earnings multiples of 11.0x to 17.0x and indicated an illustrative range of values per share of the Company of $22.00 to $34.00; a preliminary selected precedent transactions analysis that used an illustrative range of earnings before interest, taxes, depreciation and amortization ("EBITDA") multiples of 6.0x to 8.5x and indicated an illustrative range of values per Company share of $18.84 to $28.24; a preliminary discounted cash flow analysis that used an illustrative range of exit EBITDA multiples of 7.6x to 9.6x and of discount rates of 10.0% to 14.0% and indicated an illustrative range of values per share of Company of $27.37 to $38.59; a preliminary LBO analysis that used an illustrative exit EBITDA multiple of 8.3x and IRR range of 20.0% to 25.0% and indicated an illustrative range of values per share of the Company of $27.00 to $31.00, and a preliminary present value of future share price analysis that used an illustrative range of one-year forward earnings per share ("EPS") multiples of 11.3x to 16.7x and discount rate of 12.6% and indicated an illustrative range of values per share of the Company of $22.70 to $37.30), headwinds facing retailers in the Company's customer base, private equity market's views regarding the retail and apparel sector, discussions with representatives of Mr. George Feldenkreis regarding financing plans, views on potential market checks, the Company's stock price before and after the Feldenkreis Proposal, and potential strategic alternatives and next steps. A copy of the presentation is attached as exhibit (c)(7) to the Statement on Schedule 13E-3, filed by the Company and the filing persons listed thereon with the SEC on August 3, 2018. Paul, Weiss and Akerman then provided the Special Committee with a review of the Special Committee's fiduciary duties in the context of evaluating the Feldenkreis Proposal. After discussion, the Special Committee directed its advisors to propose that Mr. George Feldenkreis and Fortress sign a confidentiality agreement, including a standstill, during which Mr. George Feldenkreis and Fortress would conduct their respective diligence. The Special Committee also directed its advisors to raise the prospect of bringing in an independent third-party consultant to review the management projections independently during negotiations of the confidentiality agreement and to advise Mr. George Feldenkreis that a market check would be conducted.

        On March 4, 2018, Paul, Weiss circulated an initial draft of a proposed form of confidentiality agreement to Olshan, and over the following ten days, Olshan and Paul, Weiss negotiated the terms of the confidentiality agreement.

        On March 9, 2018, Mr. George Feldenkreis submitted a letter to the Board which reaffirmed the Feldenkreis Proposal in all respects. The letter stated that the Special Committee had not responded to the Feldenkreis Proposal and instead the Special Committee sent a non-disclosure agreement with "unreasonable and onerous terms." In the interest of moving forward, Mr. George Feldenkreis proposed that Fortress begin its due diligence review under its own non-disclosure agreement with the Company and that the Board extend the director nomination window by 30 days to avoid an unnecessary contested election at the 2018 Annual Meeting. Mr. George Feldenkreis indicated that if the Board would not extend the nomination deadline for the 2018 Annual Meeting, he would need to preserve his rights as a shareholder and nominate a slate of directors for election to the Board at the 2018 Annual Meeting.

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        On March 10, 2018, representatives from Paul, Weiss spoke with Olshan regarding the proposed confidentiality agreement between the Company and Mr. George Feldenkreis and whether Mr. Oscar Feldenkreis would be permitted to speak with Mr. George Feldenkreis regarding the Feldenkreis Proposal or any alternative transaction. Olshan advised that Mr. George Feldenkreis wanted to discuss Mr. Oscar Feldenkreis' potential involvement. Olshan suggested it would revert regarding this issue and also suggested that Mr. George Feldenkreis would consider a limited standstill.

        On March 11, 2018, the Special Committee met with its advisors to receive an update on the process. The Special Committee discussed Mr. Oscar Feldenkreis' potential participation in the Feldenkreis Proposal and his potentially conflicting interest with his role as CEO of the Company. The Special Committee also discussed whether it would be advisable for the Special Committee to hire an independent third-party management consultant.

        On March 12, 2018, Mr. George Feldenkreis filed a statement on Schedule 13D, publicly disclosing the letter he submitted to the Board on March 9, 2018, noting that he reaffirmed his offer to acquire all of the shares of the Company for $27.50 per share and that he requested that the shareholder nomination deadline be extended for 30 days. Mr. George Feldenkreis also noted his intention, if the nomination deadline was not extended, to nominate a slate of directors at the 2018 Annual Meeting.

        Also on March 12, 2018, the Special Committee met with its advisors and discussed Mr. Oscar Feldenkreis and his potential participation in the Feldenkreis Proposal. Following this discussion, the Special Committee decided that it would direct its advisors to attempt to negotiate a process agreement with each of Mr. George Feldenkreis, Mr. Oscar Feldenkreis, and Fortress regarding what information cannot be shared and, in the case of Mr. Oscar Feldenkreis, permitting the Company to bring in an independent third-party consultant and setting cooperation efforts obligations for Mr. Oscar Feldenkreis in connection therewith.

        On March 13, 2018, the Special Committee met with its advisors and reviewed with Paul, Weiss the key terms of the confidentiality agreement negotiated with Mr. George Feldenkreis. The Special Committee also discussed the treatment of Mr. Oscar Feldenkreis and his potential participation in the Feldenkreis Proposal. The Special Committee noted that it would continue to explore strategic alternatives, including stand-alone strategies and proposals from other bidders, and that it would assess those alternatives based in part on advice of PJ Solomon. The Special Committee then discussed the proposed process letter between the Company and Mr. Oscar Feldenkreis, which permitted the Special Committee to engage an independent third-party consultant without triggering any rights of Mr. Oscar Feldenkreis under his employment agreement, and a list of potential equity financing sources that Mr. George Feldenkreis requested to be pre-approved for permitted disclosure under the terms of his confidentiality agreement.

        On March 14, 2018, the Special Committee approved entry into confidentiality agreements with Mr. George Feldenkreis and Fortress, and a letter agreement with Mr. Oscar Feldenkreis regarding the Special Committee engaging a consultant and Mr. Oscar Feldenkreis' potential participation in the Feldenkreis Proposal. The Special Committee also decided to move forward with the process of engaging AlixPartners, LLP ("AlixPartners"), as the independent third-party consultant. AlixPartners was primarily engaged as a management consultant to provide confirmatory due diligence and an independent review of the reasonableness of the March 2018 Management Projections (as defined in "Special Factors—Projected Financial Information" beginning on page 74) so that the Special Committee could instruct PJ Solomon as to whether such projections could be relied upon as part of the materials reviewed by PJ Solomon in conducting its financial analysis and delivering its fairness opinion. AlixPartners' engagement also provided that AlixPartners would, if requested, assist the Special Committee to obtain and compile information needed to present the Company to prospective purchasers or investors and that AlixPartners may be requested to provide other customary consulting services as may be requested by the Special Committee. The Special Committee did not issue any

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instructions or limitations on the investigation to AlixPartners concerning its work. The Special Committee further authorized PJ Solomon to conduct a market check (consistent with the market check process, including the identification of potential strategic and financial bidders to be contacted therein, as reviewed by PJ Solomon with the Special Committee on March 3, 2018) using a form of confidentiality agreement substantially similar to the form used for Fortress.

        Later on March 14, 2018, at a Board meeting at which all members were present, the Board unanimously adopted resolutions that, upon execution of the confidentiality agreements with Mr. George Feldenkreis and Fortress, and the letter agreement with Mr. Oscar Feldenkreis, the Company's Bylaws would be amended to extend the director nomination deadline to April 12, 2018. Following the meeting the Company entered into a confidentiality agreement with Mr. George Feldenkreis, a confidentiality agreement with Fortress, and a letter agreement with Mr. Oscar Feldenkreis, the effectiveness of which triggered the effectiveness of the Bylaw amendment extending the director nomination deadline to April 12, 2018.

        On March 15, 2018, Mr. George Feldenkreis filed a statement on Schedule 13D, publicly disclosing his entry into a confidentiality agreement with the Company (the "Feldenkreis Confidentiality Agreement"). Mr. George Feldenkreis stated that he agreed to customary standstill provisions through the later of (i) the conclusion of the Company's annual meeting and (ii) the date that is six months following the date of the Feldenkreis Confidentiality Agreement, except that after April 10, 2018, Mr. George Feldenkreis may nominate candidates for election to the Board.

        Also on March 15, 2018, the Company entered into a confidentiality agreement with AlixPartners to serve as an independent third-party consultant to the Special Committee. On March 16, 2018, the Company entered into an engagement agreement with AlixPartners.

        On March 16, 2018, Mr. George Feldenkreis, Fortress, Scope, PJ Solomon and members of the Company's management had an initial in-person meeting to discuss Fortress' plans for financing the Feldenkreis Proposal.

        Also on March 16, 2018, PJ Solomon contacted Randa Accessories Leather Goods, LLC ("Randa") in connection with PJ Solomon's market check. Randa then requested that the Company enter into a confidentiality agreement with Randa, which confidentiality agreement was entered into the following day (the "Randa NDA").

        On March 19, 2018, the Company received a heavily marked confidentiality agreement from Party B (which included the rejection of the standstill). PJ Solomon informed Party B that its markup was unacceptable, and Party B never responded.

        Also on March 19, 2018, PJ Solomon launched the online data room, which had been compiled by management of the Company, and Fortress received access to conduct due diligence.

        On March 23, 2018, PJ Solomon provided Randa with a copy of the Company's confidential information memorandum.

        On March 26, 2018, the Special Committee met with its advisors to receive an update on the process. PJ Solomon gave a summary of the strategic alternative review process, noting that PJ Solomon had contacted 18 parties (9 private equity and 9 strategic), but aside from Mr. George Feldenkreis and Fortress, only Randa had executed a confidentiality agreement. The Special Committee determined that it needed a bona fide proposal from Randa (a strategic competitor) before granting due diligence and that further consideration would be required to ensure Randa was serious before sharing commercially sensitive information. Representatives of AlixPartners provided the Special Committee with their initial impressions of the Company. At this same meeting, the Chairman of the Special Committee reported that Mr. Oscar Feldenkreis, in light of the process being undertaken by the Special Committee, had requested that the Special Committee adopt a retention plan for certain key

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employees in view of their knowledge and roles in the process. The Special Committee agreed to consider this matter.

        Also on March 26, 2018, Ms. Fanny Hanono entered into a severance agreement and general release with the Company, pursuant to which she would receive 18 months of her base salary, her bonus, COBRA health benefits and long-term incentive performance-based compensation pursuant to the terms of such agreement.

        Between March 26, 2018 and June 15, 2018, four potential debt financing sources (in addition to Wells Fargo Bank, National Association ("Wells Fargo") and Fortress) executed joinder agreements with Mr. George Feldenkreis or non-disclosure agreements directly with the Company, in each case permitting such potential debt financing sources to receive confidential information in connection with their respective evaluations of debt financing for the Feldenkreis Proposal.

        On March 28, 2018, PJ Solomon provided Randa with a process letter inviting Randa to submit an initial indication of interest by April 5, 2018.

        On March 30, 2018, Paul, Weiss circulated an initial draft of the agreement and plan of merger to Olshan. Also on March 30, 2018, Fortress had a diligence call with the Company's management.

        On April 2, 2018, the Special Committee met with its advisors to receive an update on the process. PJ Solomon advised that of the 18 parties it had reached out to in March, only Mr. George Feldenkreis and Randa were conducting diligence. PJ Solomon noted Randa was expected to submit a non-binding indication of interest no later than April 5 ^th . PJ Solomon noted that Fortress had indicated it was nearing completion of its business due diligence, and that Fortress had the capacity to backstop the debt financing needed for the Feldenkreis Proposal if an ABL financing could not be achieved. PJ Solomon also advised the Special Committee that Mr. George Feldenkreis' financial advisor believed the director nomination window for the 2018 Annual Meeting, scheduled to expire on April 12 ^th , would likely need to be extended to provide more time for Mr. George Feldenkreis' financing sources to conduct their due diligence.

        On April 5, 2018, Randa submitted a non-binding indication of interest (the "Randa Proposal") indicating a potential purchase price of $27.75 per share in an all cash transaction with no financing contingency and suggesting that it would take about two weeks to complete diligence and submit a letter of intent.

        On April 6, 2018, Mr. George Feldenkreis' financial advisor circulated a list of eight outstanding diligence requests from Fortress.

        Also on April 6, 2018, the Special Committee met with its advisors to receive an update on the process. AlixPartners reviewed with the Special Committee its approach and diligence with respect to its engagement, a summary of the Company's strategies and business plans, and benchmarking and bottom-up analyses of the Company's projections. Specifically, in order to analyze the business plan of the Company, AlixPartners (i) attended a Company presentation to Fortress; (ii) reviewed documentation from the online data room launched by PJ Solomon on March 19, 2018; (iii) held update calls with the Special Committee, PJ Solomon, and Paul, Weiss; (iv) benchmarked key operating and financial metrics against AlixPartner's knowledge base and comparable firm public financials; and (v) conducted interviews with certain members of Company management. AlixPartners reviewed with the Special Committee their observations of the risks and opportunities associated with the management's strategic plans, which weighed the importance of maintaining and building the Company's existing brands against the cost and management effort required to enhance the Company's brands. In particular, AlixPartners expressed its belief that the Company's strength is as a wholesale apparel operator and suggested consideration to strategies focused on brand equity building. In evaluating management, AlixPartners noted its belief that there appeared to be no evidence of a strategic plan or strategic planning process. AlixPartners suggested an increased focus on strategic

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planning as well as consideration of shifting capital and resources to brand investment to avoid losing brand relevance, while noting that there were risks and uncertainties involved in such a shift in focus. AlixPartners also discussed its view that, in order to make sufficient resources available to meet brand-building objectives, the Company should consider changes to its management organization and cost structure. In particular, AlixPartners believed that operating expenses could be rebalanced and the Company's organizational and operating complexities could be reduced. The Special Committee also asked AlixPartners to assess leadership and morale at the Company (a) in light of the request by the Company's CEO that the Company implement a retention plan, and (b) with a view towards understanding (x) the possible strategic alternatives to the Feldenkreis Proposal and (y) the potential to further develop and exploit the Company's assets. Based on the foregoing approach, AlixPartners believed that the March 2018 Management Projections as presented for the fiscal years 2019 - 2021 were within a range that was reasonable and were reasonably prepared on bases reflecting the then-best available estimates and judgments of the Company's management of the future financial performance of the Company. The Special Committee did not base its determination concerning the use of the projections on any external factors other than that the projections were prepared by the Company's management and the analysis performed by AlixPartners. The Company's management did not review AlixPartners' written presentation, including AlixPartners' views regarding the Company's strategies and business plans, prior to AlixPartners' delivery of its written presentation to the Special Committee. Following the execution of the merger agreement, AlixPartners' views and written presentation were shared with Company management and George Feldenkreis, who agreed with AlixPartners' conclusions regarding management's projections, but not with AlixPartners' views regarding management's strategic plans.

        Also on April 6, 2018, the Special Committee determined, after considering, among other things, the oral briefing and written presentation of AlixPartners, that the March 2018 Management Projections (which had been adjusted to reflect contraction in the Company's retail customer base, including the bankruptcy of Bon-Ton), based on the interviews, documents and data analyzed by AlixPartners (the truth, accuracy, or completeness of which were not independently verified by AlixPartners) were reasonably prepared and reflected the best estimates available at that time of the Company's management of the Company's future financial performance and that PJ Solomon should utilize the March 2018 Management Projections for its financial analysis. The Special Committee then discussed a proposal from Mr. George Feldenkreis' counsel to extend the director nomination window from April 12 ^th  to April 30 ^th  (with a standstill for Mr. George Feldenkreis to nominate director candidates to expire on April 26 ^th ) in exchange for a public reaffirmation of the Feldenkreis Proposal, including the $27.50 price. The Special Committee unanimously approved moving forward with this extension, in part because it would give Randa time to catch up to Mr. George Feldenkreis and submit a further progressed proposal. The Special Committee also reviewed the Randa Proposal with PJ Solomon and concluded, based in part on advice from PJ Solomon, that it was in the best interest of the Company's shareholders to allow Randa to enter the strategic process and conduct due diligence. PJ Solomon noted that Randa was a brand operator, and the Special Committee determined that due diligence would be provided taking into account appropriate staging of competitively sensitive information. Representatives from PJ Solomon also noted that another strategic party had expressed interest in working with Mr. George Feldenkreis and his proposal. Given that such other strategic party ("Party C") previously indicated it would not be adverse to Mr. George Feldenkreis, and given its strategic objectives would not lend itself to bid for the whole Company in any event, the Special Committee concluded it was in the best interest of shareholders to allow Party C to potentially work with Mr. George Feldenkreis. PJ Solomon noted that Party C was a licensor, but was not a competitive brand operator.

        Between April 6, 2018 and April 10, 2018, PJ Solomon worked with Company management and general counsel to classify data room files that contained competitively sensitive information so that staged access could be given to those files when and if the Special Committee determined that

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potential competitors of the Company, including Randa, were sufficiently progressed in bidding to justify providing access.

        On April 9, 2018, at a Board meeting at which all members were present, the Board unanimously adopted resolutions that, upon execution of an amendment to the Feldenkreis Confidentiality Agreement and a letter reaffirming the Feldenkreis Proposal, amended the Company's Bylaws to extend the director nomination deadline for the 2018 Annual Meeting to April 30, 2018. Following the meeting, the Company and Mr. George Feldenkreis executed an amendment to the Feldenkreis Confidentiality Agreement extending the director nomination standstill to April 26, 2018 and Fortress and Mr. George Feldenkreis executed a letter reaffirming the Feldenkreis Proposal.

        Also on April 9, 2018, Mr. George Feldenkreis filed a statement on Schedule 13D, publicly disclosing this letter and noting that he reaffirmed his offer to acquire all of the shares of the Company for $27.50 per share and that Mr. George Feldenkreis and the Company amended the Feldenkreis Confidentiality Agreement to extend the director nomination standstill to April 26, 2018.

        On April 10, 2018, Randa received access to the data room. On April 11, 2018, representatives from Randa met with representatives of PJ Solomon, Mr. Oscar Feldenkreis and certain other members of senior management of the Company at the Company's headquarters in Miami, Florida.

        On April 12, 2018, the Company entered into a confidentiality agreement with Party C in connection with the Feldenkreis Proposal.

        Also on April 12, 2018, after discussions involving the Special Committee and members of senior management, representatives from Paul, Weiss spoke with FWCook ("Cook"), the Company's regular compensation consultant, and outlined a potential change in control severance plan ("CIC Severance Plan"), so that Cook could begin to benchmark such a plan for the Company's compensation committee (the "Compensation Committee"). Cook prepared a report which was provided to the Special Committee (the "Cook Report"), a copy of which is attached as exhibit (c)(9) to the Statement on Schedule 13E-3, filed by the Company and the filing persons listed thereon with the SEC on August 3, 2018. The Special Committee engaged Cook to review the Company's proposed CIC Severance Plan for reasonableness in light of a potential change-in-control transaction. The proposed CIC Severance Plan provides benefits in the event of an involuntary termination without "cause" or voluntary termination with "good reason" within 12 months following a change in control. The analysis provided by Cook in the Cook Report indicated that the Company's proposed program is reasonable and falls within the range of market practice. Cook indicated that the cash severance benefits provided in the CIC Severance Plan are at the lower end of market practice, while the number of covered employees is somewhat high in relation to market practice.

        On April 13, 2018, in respect of the Feldenkreis Proposal, Party C received data room access to conduct due diligence.

        On April 16, 2018, the Company's general counsel presented the Special Committee with the initial list of Company employees proposed to be included in a retention plan, which identified approximately 76 potential employees.

        Also on April 16, 2018, the Special Committee met with its advisors to receive an update on the process. The Special Committee reviewed the list of proposed participants in the CIC Severance Plan with its financial and legal advisors. Representatives from Paul, Weiss outlined the proposed CIC Severance Plan and reported Cook's views and benchmarking of the proposed CIC Severance Plan. The proposed CIC Severance Plan contemplated three tiers, the top-tier consisting of approximately 8-12 persons at the senior level, the middle-tier consisting of approximately 8-12 persons, and the third-tier consisting of the remainder of participants. The Special Committee instructed representatives from PJ Solomon to approach Randa regarding the potential implementation of the CIC Severance Plan and get an understanding of how Randa would perceive such a plan. At this meeting, the Special

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Committee reviewed a presentation prepared by PJ Solomon with its financial and legal advisors, which reviewed the terms of the Feldenkreis Proposal and the Randa Proposal, trading multiples represented by the Feldenkreis Proposal and the Randa Proposal, publicly available historical trading market data about the Company, publicly available research analyst views on the Company, management's most recent stand-alone plan for the Company going forward, growth rates reflected in this management plan, and preliminary financial analyses of the Company using data from this management plan (which preliminary analyses consisted of a preliminary selected companies analysis that used an illustrative range of price/earnings multiples of 11.0x to 18.0x and indicated an illustrative range of values per share of the Company of $22.00 to $36.00; a preliminary selected precedent transactions analysis that used an illustrative range of EBITDA multiples of 6.0x to 8.5x and indicated an illustrative range of values per Company share of $18.84 to $28.24; a preliminary discounted cash flow analysis that used an illustrative range of exit EBITDA multiples of 8.2x to 9.6x and of discount rates of 10.0% to 14.0% and indicated an illustrative range of values per share of the Company of $22.42 to $30.34; a preliminary LBO analysis that used an illustrative exit EBITDA multiple of 8.3x and IRR range of 20.0% to 25.0% and indicated an illustrative range of values per share of the Company of $26.00 to $27.50, and a preliminary present value of future share price analysis that used an illustrative range of one-year forward EPS multiples of 13.5x to 16.9x and discount rate of 12.6% and indicated an illustrative range of values per share of the Company of $27.09 to $32.09). A copy of the presentation is attached as exhibit (c)(6) to the Statement on Schedule 13E-3, filed by the Company and the filing persons listed thereon with the SEC on August 3, 2018.

        Also on April 16, 2018, PJ Solomon, at the instruction of the Special Committee, approached representatives of Randa to discuss the retention of Company employees, including the likelihood that the proposed CIC Severance Plan would be implemented in the near future. Randa indicated that it understood it was customary to have such a plan in the context of a public strategic review process where risk of a change in control transaction becomes known to employees and indicated its interest in minimizing employee disruption during the process. Additionally, PJ Solomon and Randa discussed (i) Mr. Oscar Feldenkreis' employment arrangements, including his rights upon a change in control of the Company, (ii) the need for Randa's legal counsel to speak with Paul, Weiss regarding specific questions surrounding the Feldenkreis Proposal, (iii) the possibility of receiving expense reimbursement in connection with the Randa Proposal, (iv) access to the Company's senior management to hold meetings and (v) potential third-party financing sources with whom Randa would seek to sign joinder agreements.

        On April 17, 2018, Randa requested meetings with seven of the Company's senior managers. Also on April 17, 2018, Paul, Weiss circulated an initial draft of the agreement and plan of merger to legal counsel for Randa.

        On April 19, 2018, Wells Fargo and Mr. George Feldenkreis executed a joinder agreement, permitting Wells Fargo to receive confidential information in connection with its evaluation of debt financing for the Feldenkreis Proposal.

        On April 20, 2018, Cook delivered a draft of the Cook Report to the Special Committee regarding its review of the proposed CIC Severance Plan. In this draft Cook concluded that the proposed CIC Severance Plan was reasonable and fell within the range of market practice. Specifically, the cash severance benefits were at the lower end of market practice while the number of covered employees was at the higher end of market practice. A copy of the Cook Report is attached as exhibit (c)(9) to the Statement on Schedule 13E-3, filed by the Company and the filing persons listed thereon with the SEC on August 3, 2018.

        Also on April 20, 2018, Paul, Weiss circulated draft disclosure schedules to Randa's legal counsel and Mr. George Feldenkreis' counsel.

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        On April 22, 2018, at a Compensation Committee meeting at which all members were present, the Compensation Committee of the Board reviewed the proposed CIC Severance Plan with representatives of Paul, Weiss. After deliberation, the Compensation Committee unanimously voted to approve the CIC Severance Plan. The participants in the CIC Severance Plan included those persons listed in the proposal delivered by the Company's general counsel to the Special Committee on April 16, 2018, as well as three additional participants requested to be included by Mr. Oscar Feldenkreis thereafter. None of the beneficiaries of the CIC Severance Plan are GF Group Filing Persons. The terms of the CIC Severance Plan were not negotiated by Mr. Oscar Feldenkreis (apart from his participation in the creation of the list of proposed beneficiaries) or any other executive officer of the Company.

        Between April 22, 2018 and June 15, 2018, 15 potential debt financing sources executed joinder agreements with Randa, permitting such potential debt financing sources to receive confidential information in connection with their respective evaluations of debt financing for the Randa Proposal.

        On April 25, 2018, PJ Solomon spoke with Scope, who advised that Mr. George Feldenkreis would not increase the price of his offer of $27.50 per share to acquire all of the shares of the Company.

        On April 26, 2018, the Special Committee met with its advisors to receive an update on the process. The Special Committee discussed with its financial and legal advisors a proposal from Mr. George Feldenkreis' counsel to extend the director nomination window from April 30th to May 18th in exchange for (i) an amendment to the Feldenkreis Confidentiality Agreement extending Mr. George Feldenkreis' standstill period to May 16th and (ii) a public reaffirmation of the $27.50 price from Mr. George Feldenkreis. The Special Committee unanimously approved moving forward with this extension. Representatives from PJ Solomon reported that Party C was still interested, but added that Party C's proposed acquisition structure remained unclear. The Special Committee then discussed Randa's progress, and PJ Solomon noted that Randa's senior executives spent 16 hours over the prior three days in meetings with Company management (including 10 senior executives) and consultants from AlixPartners. Following this discussion, the Special Committee also unanimously approved providing Randa with un-redacted versions of all licensing agreements in business lines where Randa was not considered a direct competitor of the Company. During this meeting, the Special Committee also discussed Randa's request for expense reimbursement but declined to make a decision regarding the request at that time.

        Also on April 26, 2018, the Board adopted resolutions by unanimous written consent that, upon execution of an amendment to the Feldenkreis Confidentiality Agreement and a letter reaffirming the Feldenkreis Proposal, amended the Company's Bylaws to extend the director nomination deadline to May 18, 2018. Following adoption of the resolutions, the Company and Mr. George Feldenkreis executed an amendment to the Feldenkreis Confidentiality Agreement extending the director nomination standstill to May 16, 2018 and Fortress and Mr. George Feldenkreis executed a letter reaffirming the Feldenkreis Proposal.

        Also on April 26, 2018, the Company filed a Form 8-K, publicly disclosing adoption of the CIC Severance Plan.

        On April 27, 2018 Mr. George Feldenkreis filed a statement on Schedule 13D, publicly disclosing the letter executed by Mr. George Feldenkreis and Fortress, and noting that Mr. George Feldenkreis reaffirmed his offer to acquire all of the shares of the Company for $27.50 per share and that Mr. George Feldenkreis and the Company amended the Feldenkreis Confidentiality Agreement to extend the director nomination standstill to May 16, 2018.

        Also on April 27, 2018, PJ Solomon received an extensive supplemental diligence request list from Randa. Additionally, representatives from PJ Solomon and Randa corresponded, and Randa identified two key items of outstanding diligence: (i) the competitive licenses, and (ii) discussions with the four

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inbound licensees and 10 outbound licensees who accounted for a majority of the Company's cash flow. Randa also delivered a draft Expense Reimbursement Agreement.

        Also on April 27, 2018, in respect of the Feldenkreis Proposal, Scope informed PJ Solomon that another potential strategic partner ("Party D"), a brand licensor (though not an operating competitor), was interested in partnering with Mr. George Feldenkreis in his bid to acquire the Company. Accordingly, PJ Solomon provided a draft of the non-disclosure agreement to Party D. Party D confirmed receipt of the non-disclosure agreement, but never commented on, or executed, a non-disclosure agreement in respect of the Feldenkreis Proposal. Accordingly, Party D was not provided access to the data room at that time.

        On April 28, 2018, in respect of the Feldenkreis Proposal, Scope informed PJ Solomon that Mr. George Feldenkreis had retained a team from Proskauer Rose LLP ("Proskauer") to serve as additional legal counsel, along with Olshan, for Mr. George Feldenkreis.

        On May 2, 2018, Randa called PJ Solomon and stated that Randa would go "pencils down" if the Special Committee refused to grant expense reimbursement. Later that day, Paul, Weiss sent the Special Committee members a revised draft of Randa's proposed Expense Reimbursement Agreement.

        Also on May 2, 2018, Mr. George Feldenkreis sent a letter to the Special Committee expressing concerns he had regarding the CIC Severance Plan, including that prospective buyers would not want to "fully absorb the potential liability under the CIC Severance Plan" and that "given the material impact that the CIC Severance Plan may have on the Company's sales process and the value that shareholders will receive in any strategic transaction" it was Mr. George Feldenkreis' belief that the full Board should have discussed the CIC Severance Plan (rather than just the Compensation Committee).

        Also on May 2, 2018, PJ Solomon spoke with Scope and requested an increase in per share merger consideration, Scope reiterated that Mr. George Feldenkreis would not increase the price of his offer of $27.50 per share to acquire all of the shares of the Company.

        On May 3, 2018, the Special Committee met with its advisors to receive an update on the process. The Special Committee discussed Randa's position and the importance of keeping Randa in the process and commencing good faith negotiations of definitive terms as quickly as possible. Following this discussion, the Special Committee voted unanimously to approve entry into the Expense Reimbursement Agreement subject to a cap. The Special Committee then discussed whether to share the remaining license agreements with Randa, and after deliberation, the Special Committee approved providing unredacted versions of the remaining license agreements to Randa.

        Also on May 3, 2018, the Special Committee sent a response letter to Mr. George Feldenkreis disagreeing with Mr. George Feldenkreis' assertions in his May 2, 2018 letter regarding the CIC Severance Plan, noting that the Company's CEO had requested that a program be implemented (and that the participants and tiers were as recommended by the Company's CEO), and noting that the decision was properly before the Company's Compensation Committee.

        Also on May 3, 2018, in respect of the Feldenkreis Proposal, Olshan sent Paul, Weiss a revised draft of the merger agreement. From May 3, 2018 to June 15, 2018, Olshan and Paul, Weiss engaged in negotiations of the merger agreement and ancillary documents related thereto.

        On May 4, 2018, the Special Committee unanimously approved revisions to, and the Company entered into, the Expense Reimbursement Agreement with Randa pursuant to which the Company would reimburse Randa, subject to the terms and conditions thereof, for its reasonable and documented out-of-pocket expenses up to a cap if the Company enters into a definitive acquisition agreement with someone other than Randa, on or before July 31, 2018. Following execution of the Expense Reimbursement Agreement, legal counsel for Randa circulated a revised draft of the merger agreement to Paul, Weiss. Randa also circulated a list of its highest priority diligence requests, which included direct contact with the Company's four most material inbound licensors.

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        On May 9, 2018, in respect of the Feldenkreis Proposal, Olshan sent Paul, Weiss a further revised draft of the merger agreement. The draft proposed that (i) the reverse termination fee be increased from 1% (proposed by Olshan's first revised draft of the merger agreement) to 2% of the equity transaction value and that the Company's recourse for any breach under the merger agreement would be limited to this 2% amount, (ii) the Company undergo a pre-closing restructuring (the specific steps of which were not provided) to facilitate Mr. George Feldenkreis' IPCo/OPCo financing structure, (iii) no limited guarantee would be provided, and in lieu thereof, Mr. George Feldenkreis would pledge certain of the shares of the Company owned directly by him to pay the reverse termination fee and other obligations of Parent under the merger agreement, (iv) obtaining the consent of two licensors would be required as a condition to closing, and (v) a closing condition would be included that not more than 5% of shares have exercised appraisal rights. Olshan also provided an overview of the proposed debt and equity financing structure and noted that significant progress had been made in the negotiation of the debt commitment letter with Fortress.

        On May 10, 2018, the Special Committee met with its advisors to receive an update on the process. PJ Solomon advised that with respect to the Feldenkreis Proposal, the financing package proposed would have a leverage ratio higher than in any recent apparel deals, and would use an IPCo/OPCo structure. PJ Solomon advised the Special Committee that it did not expect there would be any excess availability to increase the proposed offer of $27.50 per share in light of the financing structure. Paul, Weiss also gave a detailed presentation on the terms of the merger agreement it had proposed for both bidders, and an overview of the open issues presented by each bidder. Of note, both bidders had deleted the "go-shop" provisions in their respective bids and the Feldenkreis Proposal had a 2% termination fee and reverse termination fee, while the Randa Proposal had a 3.75% termination fee and reverse termination fee, in each case of equity transaction value.

        Also on May 10, 2018, PJ Solomon spoke with Scope and requested an increase in per share merger consideration, Scope again noted that Mr. George Feldenkreis would not increase the price of his offer of $27.50 per share to acquire all of the shares of the Company.

        On May 11, 2018, in respect of the Feldenkreis Proposal, representatives of Scope informed PJ Solomon that Mr. George Feldenkreis was hoping to sign in advance of the May 18 ^th  nomination deadline for the 2018 Annual Meeting, and requested that Paul, Weiss deliver a revised version of the merger agreement. Scope advised that Mr. George Feldenkreis expected to firm up his financing commitments shortly. Later that day, Paul, Weiss circulated a revised draft of the merger agreement to Olshan in respect of the Feldenkreis Proposal. This draft removed conditions to closing related to dissenting shares and consent of third parties and reinstated a 7% reverse termination fee and recourse above this amount for willful and material breaches.

        On May 12, 2018, in respect of the Feldenkreis Proposal, representatives of Scope updated PJ Solomon on the status of the merger agreement review and delivery of the financing commitments. Representatives of Scope also suggested that the director nomination deadline be extended to May 28, 2018 as Mr. George Feldenkreis was otherwise going to nominate a slate of directors.

        On May 13, 2018, in respect of the Feldenkreis Proposal, Olshan sent Paul, Weiss a revised draft of the merger agreement, which proposed a reverse termination fee of 2.5% of equity transaction value, and limited the Company's recourse for any breach under the merger agreement to a pledge of shares of Company Common Stock having a value at the time of signing (based on $27.50 per share) of such fee amount. The revised draft also accepted the removal of the conditions to closing related to dissenting shares and consent of third parties.

        On May 14, 2018, in respect of the Randa Proposal, Paul, Weiss sent a revised draft of the merger agreement to legal counsel for Randa including a proposed 2% termination fee and 7% reverse termination fee, in each case of equity transaction value.

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        On May 16, 2018, in respect of the Feldenkreis Proposal, Olshan delivered debt commitment letters from each of Fortress and Wells Fargo to Paul, Weiss, which Olshan indicated were expected to be finalized shortly. These debt commitment papers (i) required the lenders' satisfaction with the pre-closing restructuring, the specific steps of which were to be provided, (ii) did not contain a guarantee on the minimum borrowing base or availability under the asset based loan ("ABL"), and (iii) did not include a detailed sources and uses.

        Also on May 16, 2018, Mr. George Feldenkreis sent a letter to the Special Committee reporting that his counsel delivered substantially complete drafts of debt financing commitments, stating these provided "firm financing," and noting that his counsel had submitted a merger agreement and requesting a response. Mr. George Feldenkreis proposed that, if the merger agreement could not be negotiated in full before Friday, May 18, 2018 when the window for submission of shareholder nominees to the Board would end, he be granted exclusivity through May 25, 2018.

        Also on May 16, 2018 the Special Committee met with its advisors to receive an update on the process. Paul, Weiss and PJ Solomon provided a process update. Following discussion, the Special Committee unanimously authorized PJ Solomon to begin coordinating Randa's conversations with the Company's top-three inbound licensors once the expected debt financing commitment papers from Randa had been received. The Special Committee then discussed Mr. George Feldenkreis' proposal for exclusivity, and determined that it needed to provide Randa an opportunity to complete its diligence before any exclusivity requests would be considered.

        Following the Special Committee call, also on May 16, 2018, Paul, Weiss responded to Olshan and Proskauer with a list of follow up questions on Mr. George Feldenkreis' debt commitment letters, as well as delivering a revised version of the merger agreement. The Special Committee also delivered (i) a letter responding to Mr. George Feldenkreis' request for exclusivity, denying the same and noting it was not believed to be in the best interest of shareholders, but noting its willingness to grant an extension of the nomination window, and (ii) draft materials to extend the nomination window to Mr. George Feldenkreis' counsel.

        On May 17, 2018, in respect of the Feldenkreis Proposal, Proskauer delivered to Paul, Weiss a sources and uses table, a description of the pre-closing restructuring and related structure chart. Thereafter, Paul, Weiss and Proskauer had a call regarding the financing of the Feldenkreis Proposal. Paul, Weiss noted its concerns including (i) the pre-closing restructuring being required of the Company, (ii) the liquidity requirements and the concern that there would not be a guaranteed sufficient borrowing base at closing to fund the transactions—noting that Paul, Weiss would expect minimum guaranteed availability at closing, (iii) the intercompany license arrangements that would be required in an IPCo/OPCo financing, and (iv) the current status of the coordination of the credit silos and synchronization of the different commitments. Proskauer informed Paul, Weiss that revised papers were in process and would be available shortly.

        Also on May 17, 2018, in respect of the Feldenkreis Proposal, following the call between Paul, Weiss and Proskauer, Scope emailed PJ Solomon and noted that the concerns expressed on the financing package would be addressed the following day. In connection therewith, Scope offered to consider a limited "go-shop" for any competing bidder, and noted the desire of its client to sign over the weekend. PJ Solomon informed Scope that it did not believe a signing over the weekend was possible and the Special Committee would need at least two more weeks to complete its process.

        On May 18, 2018, Mr. George Feldenkreis notified the Company of his intent to nominate individuals for election as directors at the 2018 Annual Meeting including Mr. Oscar Feldenkreis, Mary Ellen Kanoff, Scott A. LaPorta and Matthew McEvoy. In addition, Mr. George Feldenkreis filed an amended Schedule 13D, disclosing his nomination of Mr. Oscar Feldenkreis, Mary Ellen Kanoff, Scott A. LaPorta and Matthew McEvoy for election to the Board at the 2018 Annual Meeting. In the amended Schedule 13D, Mr. George Feldenkreis expressed his desire to have signed a definitive

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merger agreement prior to the May 18 ^th  deadline for shareholder nominations. Mr. George Feldenkreis also expressed his belief that any remaining issues could be resolved in a limited amount of time. Mr. George Feldenkreis noted that given the amount of time that had passed since submitting his original bid to acquire the Company in February, he had determined to nominate directors for election at the 2018 Annual Meeting in order to preserve his rights as a shareholder. Mr. George Feldenkreis acknowledged that Mr. Oscar Feldenkreis was likely to be nominated by the Company for election to the Board at the 2018 Annual Meeting under his employment agreement. However, Mr. George Feldenkreis determined to also nominate Mr. Oscar Feldenkreis for election to the Board to ensure his re-election because of Mr. George Feldenkreis' belief that Mr. Oscar Feldenkreis' continued role as an executive and presence on the Board was essential and in the best interest of all shareholders. Mr. George Feldenkreis noted that Oscar Feldenkreis' participation in Mr. George Feldenkreis' proxy solicitation would be limited to being named as a person nominated by Mr. George Feldenkreis and as a result, Mr. Oscar Feldenkreis would be filing a Schedule 13D separately.

        Later on May 18, 2018, the Special Committee responded to Mr. George Feldenkreis' May 18, 2018 letter and Schedule 13D filing with a press release that it was continuing its strategic review process to maximize shareholder value rather than contesting mischaracterizations of negotiations in the press by Mr. George Feldenkreis.

        On May 20, 2018, in respect of the Feldenkreis Proposal, Olshan delivered a revised merger agreement to Paul, Weiss. As had been noted on the May 17, 2018 call between Proskauer and Paul, Weiss, the Company's obligation to consummate a pre-closing restructuring had been removed. Olshan proposed that any recourse under the agreement be limited to 400,000 shares to be pledged by Mr. George Feldenkreis, which amounted to, approximately, a 2.5% reverse termination fee that had been previously proposed. The draft also contained a footnote indicating that Olshan did not believe there was a need for a go shop, but that a limited go shop for a single bidder would be considered.

        On May 21, 2018, Mr. Oscar Feldenkreis filed a Schedule 13D stating while that he was not affirming his membership in a group, that he may be deemed a "group" within the meaning of Section 13(d)(3) of the Exchange Act due to his consent to serve as a nominee of Mr. George Feldenkreis for election at the 2018 Annual Meeting. He stated that apart from such disclosure, he had no plans or proposals that would result in any of the occurrences enumerated in (a) through (j) of Item 4 of Schedule 13D.

        Also on May 21, 2018, the Special Committee met with its advisors to receive an update on the process. Paul, Weiss and PJ Solomon provided process updates. Following discussion, the Special Committee unanimously approved the delivery of a letter to Mr. Oscar Feldenkreis which was sent shortly after the meeting. The letter, sent in light of Mr. Oscar Feldenkreis' Schedule 13D disclosures, reminded him of his March 14, 2018 agreement not to share with Mr. George Feldenkreis or Fortress any confidential information, material non-public information, information provided by the Company to the Special Committee or information about the process and other strategic alternatives. The Special Committee instructed Mr. Oscar Feldenkreis to not communicate with Mr. George Feldenkreis or Fortress regarding the Company or its subsidiaries in the absence of the presence and participation of a member of the Special Committee or its legal or financial advisors.

        Also on May 21, 2018, in respect of the Randa Proposal, legal counsel for Randa delivered to Paul, Weiss a bid package including a draft debt commitment letter from an ABL lender financing source, a debt long form term sheet from an alternative debt financing source, and a revised merger agreement. The debt papers were materially insufficient in both amount and certainty. PJ Solomon advised Randa's financial advisor of the same promptly and was advised that Randa was aware of the issues and had been frustrated with one of its financing sources but assured PJ Solomon that Randa was working to fill the gaps expeditiously.

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        On May 22, 2018, in respect of the Feldenkreis Proposal, the advisors for the Special Committee and Mr. George Feldenkreis discussed open issues and the status of various transaction documents and the debt commitment letters. Paul, Weiss and PJ Solomon communicated the view that the Special Committee process was making good progress but that there were still items to be negotiated, especially with respect to financing terms and risks, before an actionable offer with definitive documents was ready to be put before the Special Committee, and communicated their sense that it was unlikely to happen in the next few days with respect to any offer and that Mr. George Feldenkreis' advisory team had been pressing for same.

        On May 23, 2018, Mr. George Feldenkreis sent a letter to the Special Committee, which was made public by press release, urging the Special Committee to immediately commit to an expedited timeline to conclude negotiations and enter into a definitive agreement to acquire the Company. Therein, Mr. George Feldenkreis stated he was backed by full financing, and was prepared to finalize and execute documents immediately. He stated that if the Company would not enter into a definitive acquisition agreement by May 29, 2018, he would withdraw his proposal and pursue all other rights as a shareholder.

        Also on May 23, 2018, in respect of the Feldenkreis Proposal, Olshan circulated the first versions of the pledge agreement, limited guarantee, and rollover letter to Paul, Weiss. As the last version of the merger agreement from Olshan had indicated, the limited guarantee and pledge agreement collectively provided the Company limited recourse to 400,000 of Mr. George Feldenkreis' shares. Proskauer also delivered to Paul, Weiss a revised term sheet and fee letter in respect of the Wells Fargo facility.

        Also on May 23, 2018, in respect of the Randa Proposal, Paul, Weiss and legal counsel for Randa had a call regarding open issues. Legal counsel for Randa acknowledged the insufficiencies in the draft debt commitments and noted their understanding that Randa would not be permitted to contact the major inbound licensors of the business until it proved to the Special Committee that it had the requisite financing.

        Also on May 23, 2018, the Special Committee met twice with its advisors and received updates regarding the process, documents and the open issues. Following discussion, the Special Committee authorized its advisors to issue a press release in response to the public statement by Mr. George Feldenkreis and to continue to negotiate and try to progress the process.

        On May 24, 2018, the Special Committee issued a press release responding to Mr. George Feldenkreis' statement that he would withdraw the Feldenkreis Proposal if the Special Committee would not commit to an expedited timeline to conclude negotiations, noting that it was committed to conducting a bona fide process that would maximize shareholder value and its willingness to negotiate towards a definitive agreement on customary and appropriate terms, although no decision had been made with respect to the Company's response to the latest proposal from Mr. George Feldenkreis.

        Also on May 24, 2018, in respect of the Feldenkreis Proposal, Paul, Weiss delivered revised versions of the merger agreement and ancillary documents, as well as comments to the debt commitments, to Olshan and Proskauer. The revised drafts maintained the Special Committee's position on the 7% reverse termination fee and the circumstances in which it would become payable and removed certain proposed limitations on damages for a breach under the merger agreement. The revised drafts also contemplated that Mr. George Feldenkreis would withdraw his nomination of directors effective as of the signing of the definitive agreements.

        On May 25, 2018, in respect of the Randa Proposal, Paul, Weiss delivered a revised merger agreement and Company disclosure letter to legal counsel for Randa. Additionally, Party D, in connection with the Randa Proposal, executed a non-disclosure agreement, permitting it to receive confidential information in connection with its evaluation of equity financing for the Randa Proposal. Paul, Weiss had conversations with legal counsel for Randa regarding the merger agreement draft and Randa's counsel acknowledged that Randa was unlikely to have fully committed financing by the

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May 29 ^th  deadline announced by Mr. George Feldenkreis and indicated that Randa's interest remained strong.

        Later on May 25, 2018, in respect of the Feldenkreis Proposal, Olshan delivered a revised merger agreement and certain ancillary agreements, which it indicated was Mr. George Feldenkreis' best and final offer. The merger agreement proposed did not include a limited go-shop, which Olshan had previously indicated was under consideration, due to the Special Committee's stance on the reverse termination fee. The merger agreement included a reverse termination fee equal to 3% of the equity transaction value (and modified the situations under which it would be payable to circumstances resulting in the failure to obtain financing to fund the transaction), which 3% would be the maximum recourse, including in the event of willful breach, secured by a pledge of a portion of Mr. George Feldenkreis' shares. The merger agreement also proposed a reduced Company termination fee of 1.5% of the equity transaction value. In addition, the merger agreement provided for the cancellation of unvested employee performance-based equity awards as to which the performance targets had not been achieved. The extent of the proposed cancellation was subsequently quantified by Scope on June 1, 2018. Olshan further proposed that Mr. George Feldenkreis would not withdraw his nomination letter but would agree to not seek to compel the 2018 Annual Meeting if the Company would agree to delay the 2018 Annual Meeting during the pendency of the merger agreement.

        On May 26, 2018, the Special Committee met with its advisors to receive an update on the process. The Special Committee discussed the main open issues in respect of the Feldenkreis Proposal. PJ Solomon also updated the Special Committee on Randa's progress, which included the addition of Party D who was being considered as a source of considerable equity to help the Randa owner minimize risk. PJ Solomon advised the Special Committee that it had become clearer that Randa was not willing to match the equity risk being taken by Mr. George Feldenkreis and Mr. Oscar Feldenkreis, who seemed to be uniquely willing and able to do so. The Special Committee, in respect of the Feldenkreis Proposal, discussed the debt financing commitments and the execution risks and limited recourse for the failure of financing. Following discussion, the Special Committee authorized its advisors to reject the best and final offer submitted by Mr. George Feldenkreis and to counter with an offer to continue to negotiate the other open issues if a 5% reverse termination fee were acceptable.

        Also on May 26, 2018, in respect of the Feldenkreis Proposal, Paul, Weiss responded to Olshan regarding the various open issues and expressed a willingness to work toward the deadline imposed by Mr. George Feldenkreis of May 29 ^th , if a reverse termination fee of 5% was accepted by Mr. George Feldenkreis.

        Also on May 26, 2018, in respect of the Randa Proposal, legal counsel for Randa delivered revised versions of certain ancillary documents to Paul, Weiss.

        On May 27, 2018, the Special Committee met with its advisors to receive an update on the process. The Special Committee discussed the primary open issues on the Feldenkreis Proposal, and provided guidance to the advisors on the various draft documents.

        Also on May 27, 2018, in respect of the Feldenkreis Proposal, Paul, Weiss delivered the revised merger agreement and ancillary documents to Olshan and inquired about the timing of revised drafts of the debt commitments. The revised merger agreement reflected the proposed 5% reverse termination fee (with a corresponding pledge of shares by Mr. George Feldenkreis) and held firm on the Special Committee's position on when that would become payable. Paul, Weiss' revised drafts also permitted the Company to solicit for the election of its incumbent directors if a shareholder sought to compel the 2018 Annual Meeting prior to the special meeting called to adopt the merger agreement with Mr. George Feldenkreis, while Mr. George Feldenkreis would be restricted from soliciting for the election of his nominees.

        On May 29, 2018, in respect of the Randa Proposal, legal counsel for Randa delivered a revised merger agreement.

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        Also on May 29, 2018, the Special Committee met with its advisors to receive updates on the process. The Special Committee discussed the contingencies and risks in the financing package being arranged for the Feldenkreis Proposal and encouraged its advisors to continue to work to try to ensure that the financing was sufficient in terms of both amount and certainty in the interests of shareholders.

        From May 29, 2018 through June 15, 2018, in respect of the Feldenkreis Proposal, Proskauer and Paul, Weiss negotiated the terms of the Fortress and Wells Fargo debt commitments.

        On May 31, 2018, in respect of the Feldenkreis Proposal, Scope advised PJ Solomon that Mr. George Feldenkreis would withdraw the Feldenkreis Proposal if he could not enter into a definitive agreement with the Company by the end of the day due to the passage of almost four months since the submission of his original proposal to acquire the Company and the substantial costs and expenses incurred by the Company or otherwise related to the proposed transaction. PJ Solomon then advised Scope that the Special Committee believed the Feldenkreis Proposal lacked sufficient funds and executable financing commitments from the lenders.

        On June 1, 2018, PJ Solomon hosted representatives of Randa for a meeting. During the meeting, Randa's CEO said that he was still interested in owning the Company, but did not want to bet the Randa business to accomplish this without an equity partner. Randa believed it could work with Party C or Party D to achieve a deal, but acknowledged that it (i) had not found a workable structure due to anticipated tax consequences, (ii) did not have any financing and attributed such failure to be the result of no quality of earnings having been timely commissioned on Randa's business, (iii) had not made significant progress toward items (i) or (ii) in the last two months and (iv) still required conversations with the Company's key inbound licensors and wholesale customers.

        Also on June 1, 2018, in respect of the Feldenkreis Proposal, Olshan delivered a revised merger agreement and revised financing commitments. Olshan also stated that the documents circulated were a final and best offer, and that its client looked to sign a deal over that weekend, with an announcement on the morning of June 4, 2018. Olshan noted further that Mr. George Feldenkreis would withdraw his offer on the morning of June 4, 2018 to the extent that Paul, Weiss was unwilling to have an in-person discussion to achieve a signing over the weekend. The revised Feldenkreis Proposal included a 4% reverse termination fee (with a corresponding pledge of shares by Mr. George Feldenkreis) and a 2% Company termination fee, and the debt commitments continued to have no guaranteed minimum borrowing base to assure the Company of sufficient availability under the debt commitments. Separately, Scope sent PJ Solomon a sources and uses table showing that the proposed cancellation of unvested performance-based equity awards amounted to approximately $7.4 million.

        On June 2, 2018, the Special Committee met with its advisors to receive an update on the process. The Special Committee reviewed with Paul, Weiss and PJ Solomon the current status of the Feldenkreis Proposal. PJ Solomon presented to, and the Special Committee reviewed with PJ Solomon, a preliminary overview of the financing components of the most recent Feldenkreis Proposal. This presentation reviewed the balance sheet and cash flow of the Company derived from the most recent management plan, the sources and uses of cash implied by the most recent Feldenkreis Proposal, the debt and equity financing implied by the most recent Feldenkreis Proposal, and the assumed borrowing base of the Company implied by the most recent Feldenkreis Proposal. A copy of the presentation is attached as exhibit (c)(5) to the Statement on Schedule 13E-3, filed by the Company and the filing persons listed thereon with the SEC on August 3, 2018. Following this review, the Special Committee directed its advisors to (i) inform Mr. George Feldenkreis' advisors that the canceling of employee performance-based equity awards (other than Mr. Oscar Feldenkreis') was unacceptable and (ii) propose a reverse termination fee of $20 million, which represented approximately 4.7% of the equity transaction value. Following the Special Committee meeting, PJ Solomon informed Scope of the Special Committee's positions. A few hours later Scope informed PJ Solomon that, in light of the significant costs and expenses incurred by the Company or otherwise related to the proposed transaction, if unvested performance awards for employees were to be paid at closing, Mr. George

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Feldenkreis would consider reducing his offer to $27.00. Scope also informed PJ Solomon that Mr. George Feldenkreis would not increase his reverse termination fee above 4%. The Special Committee then held a second meeting during which it unanimously approved rejecting the latest version of the Feldenkreis Proposal, but telling Mr. George Feldenkreis that it would reopen discussions when he was prepared to negotiate in good faith.

        On June 3, 2018, in respect of the Feldenkreis Proposal, Paul, Weiss, PJ Solomon, Olshan and Proskauer discussed the treatment of employee equity awards and Proskauer circulated alternative proposals, including a proposal in which all time-based restricted stock awards would accelerate and be paid out in cash at the closing, and all performance-based restricted stock awards would be converted into performance-based retention awards, vesting and payable subject to achievement of performance-based vesting conditions.

        On June 4, 2018, the Special Committee met with its advisors to receive an update on the process, including the proposals on employee equity awards. Following discussion, the Special Committee voted unanimously to reject the proposals offered and offer an alternative proposal in which all time-based stock awards would accelerate and be paid at the closing and all performance-based stock awards would convert into time-based cash retention awards that would be paid in cash at the time of vesting, provided that Parent would need to get express availability for this payment in its debt commitments.

        Also on June 4, 2018, Olshan informed Paul, Weiss of two successive deadlines to reach an agreement that day, the failure of which would result in the Feldenkreis Proposal being withdrawn the following morning. Ultimately, the advisors organized an in-person meeting the following day with Mr. George Feldenkreis.

        On June 5, 2018, in respect of the Feldenkreis Proposal, Paul, Weiss, PJ Solomon, Mr. George Feldenkreis, Olshan, Proskauer and Scope met at the offices of Olshan to negotiate the remaining open issues. The parties did not discuss the reverse termination fee amount, but did discuss reverse termination fee triggers and other provisions affecting certainty of closing, including that Mr. George Feldenkreis would agree to contribute up to $5 million in cash as necessary for any financing shortfall and that the debt commitment letter in respect of the ABL financing would reflect revised market-flex provisions that would not have the potential to reduce availability at closing. Following the negotiations and a meeting of the Special Committee, Paul, Weiss circulated to Olshan revised drafts of the merger agreement and various ancillary documents.

        On June 7, 2018, Party C, in connection with the Randa Proposal, executed a non-disclosure agreement, permitting it to receive confidential information in connection with its evaluation of equity financing for the Randa Proposal. The Special Committee approved of this in writing and, because Party C had previously executed a non-disclosure agreement in respect of the Feldenkreis Proposal, Party C represented that it had not and agreed that it would not communicate with Mr. George Feldenkreis or Fortress regarding a transaction after a specified date.

        On June 11, 2018, the Special Committee met with its advisors to receive an update on the process. PJ Solomon presented to, and the Special Committee reviewed with PJ Solomon, an updated preliminary overview of the financing components of the most recent Feldenkreis Proposal. This presentation reviewed the balance sheet and cash flow of the Company derived from the most recent management plan, the sources and uses of cash implied by the most recent Feldenkreis Proposal, the debt and equity financing implied by the most recent Feldenkreis Proposal, and the assumed borrowing base of the Company implied by the most recent Feldenkreis Proposal. A copy of the presentation is attached as exhibit (c)(4) to the Statement on Schedule 13E-3, filed by the Company and the filing persons listed thereon with the SEC on August 3, 2018. Following discussion, the Special Committee directed its advisors to offer a compromise package on all remaining open issues in respect of the Feldenkreis Proposal which included provisions improving the probability of collecting a reverse

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termination fee upon certain termination events in exchange for agreeing to accept a reduced size of 4% of equity value for the fee itself.

        On June 12, 2018, in respect of the Feldenkreis Proposal, Mr. Oscar Feldenkreis advised that Mr. George Feldenkreis would issue a withdrawal press release at 4:30 p.m. (Eastern Time) on June 13, 2018 if a deal was not done by then. The Special Committee, through Mr. Scheiner, responded that Paul, Weiss was awaiting a response on the package of documents circulated on June 11, 2018.

        Also on June 12, 2018, in respect of the Feldenkreis Proposal, Olshan provided a counter proposal that addressed the remaining open points, including the allocation of financing failure risk with regard to Company management financing covenants and the resolution of matters related to the 2018 Annual Meeting.

        Also on June 12, 2018, the Special Committee met with its advisors to receive an update on the process. Following this review, the Special Committee agreed to begin scheduling meetings to review and obtain advisory presentations on the definitive documents representing the Feldenkreis Proposal.

        On June 13, 2018, PJ Solomon spoke with Scope and requested an increase in per share merger consideration, Scope again noted that Mr. George Feldenkreis would not increase the price of his offer of $27.50 per share to acquire all of the shares of the Company.

        Also on June 13, 2018, after the Board and each standing committee held their annually scheduled meeting, the Special Committee met with its advisors to receive an update on the process. Following discussion, the Special Committee authorized its advisors to invite AlixPartners to review materials submitted by management to the Board in connection with quarterly reporting and seek reconfirmation that the March projections had not changed. PJ Solomon advised the Special Committee that it had once more raised the prospect of a price increase with Scope, addressing with Scope the recent trading of the Company's stock. PJ Solomon relayed that Scope had firmly responded that Mr. George Feldenkreis would not increase his price.

        Also on June 13, 2018, PJ Solomon spoke with Mr. Oscar Feldenkreis and Mr. George Feldenkreis and Mr. George Feldenkreis stated that he would withdraw his offer if a deal was not agreed to by 5:00 p.m. (Eastern Time) on June 15, 2018.

        On June 14, 2018, the Special Committee met with Paul, Weiss and Akerman who provided the Special Committee with a review of the Special Committee's fiduciary duties in the context of evaluating the proposed transaction with Mr. George Feldenkreis. Paul, Weiss then summarized in detail the key terms of the latest drafts of the merger agreement, the related ancillary agreements and the financing commitments under the Feldenkreis Proposal.

        On June 15, 2018, the Special Committee met with its advisors to receive an update on the process. AlixPartners attended the meeting to confirm that, on information and belief, they had no reason to adjust their earlier findings, the receipt of which had preceded the Special Committee's direction to PJ Solomon to use the March 2018 projections for its valuation and fairness analysis. PJ Solomon then provided the Special Committee with an update of Randa's progress, including Randa's stated intention to deliver financing commitments and an offer in short order. PJ Solomon presented, and the Special Committee reviewed with PJ Solomon, an updated overview of the financing components of the most recent Feldenkreis Proposal. This presentation reviewed the sources and uses of cash implied by the most recent Feldenkreis Proposal, the debt and equity financing implied by the most recent Feldenkreis Proposal, and the assumed borrowing base of the Company implied by the most recent Feldenkreis Proposal. A copy of the presentation is attached as exhibit (c)(3) to the Statement on Schedule 13E-3, filed by the Company and the filing persons listed thereon with the SEC on August 3, 2018. PJ Solomon then reviewed with the Special Committee the analyses (as summarized below under "Special Factors—Opinion of PJS" beginning on page 56) underlying the fairness opinion that PJ Solomon was then prepared to issue later that day, if requested by the Special Committee. A

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copy of the presentation is attached as exhibit (c)(2) to the Statement on Schedule 13E-3, filed by the Company and the filing persons listed thereon with the SEC on August 3, 2018.

        On the evening of June 15, 2018, the Special Committee met with its advisors to consider the proposed transaction, including the merger agreement and related ancillary agreements. Paul, Weiss provided a summary of the process that the Special Committee had undertaken since it was formed, and reviewed the fiduciary duties and responsibilities of the Special Committee. The Special Committee again discussed the terms of the proposed transaction, the risks and consequences of rejecting it, and the fact that the Company's shareholders would be able to accept or reject the proposed transaction pursuant to the requisite shareholder vote provisions of the merger agreement. After further discussion, at the request of the Special Committee, PJ Solomon issued an oral opinion, which was subsequently confirmed by delivery of a written opinion dated June 15, 2018, that, as of such date, and based upon the assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by PJ Solomon in preparing its opinion, the merger consideration of $27.50 in cash per share of common stock of the Company to be paid to the shareholders (other than Parent and its affiliates) was fair, from a financial point of view, to such shareholders. After further discussion, the Special Committee unanimously determined that the merger agreement, the merger and the other transactions contemplated by the merger agreement and the ancillary agreements were fair, advisable, and in the best interests of the unaffiliated shareholders and recommended that the Board approve the merger, the merger agreement and the related ancillary documents and the transactions contemplated thereby.

        Following the Special Committee meeting, the full Board met on June 15, 2018, and, based in part on the recommendation of the Special Committee, as well as on the basis of the other factors described in this Proxy Statement (including, among other factors, the financial analyses reviewed and discussed with the Special Committee by PJ Solomon), which the Board adopted as its own, after acknowledging Mr. George Feldenkreis' and Mr. Oscar Feldenkreis' interest in the transaction, unanimously resolved on behalf of the Company that the merger agreement, the merger, and the other transactions contemplated by the merger agreement were fair, advisable and in the best interests of the Company and the unaffiliated shareholders and that the merger agreement, the merger and the other transactions contemplated thereby be recommended to the shareholders for adoption. Thereafter the Board approved the merger, the merger agreement and the related ancillary agreements and the transactions contemplated thereby.

        Following the meeting, the Company, Parent and Merger Sub executed and delivered the merger agreement, and the ancillary agreements were fully executed and delivered by the parties thereto. The following morning, the Company issued a press release announcing entry into the merger agreement.

        Other than as described above (including with respect to the reports of PJ Solomon, AlixPartners and Cook), no outside party was asked to provide, or did provide, an opinion, report or appraisal materially related to the transaction to the Company or any of its affiliates.

Subsequent Events

        On June 20, 2018, Randa delivered a letter to Paul, Weiss reconfirming its earlier non-binding indication of interest without including financing commitments but noting that draft debt commitment letters would be delivered later that week. The letter reflected the same $27.75 per share merger consideration as had been previously offered by Randa in its April 5, 2018 non-binding indication of interest, and noted that Randa expected, prior to the execution of definitive documents, to "have the opportunity to converse with certain principal business relationships (including the inbound licensors and certain key customers) of the Company to confirm their intent to continue such relationships." Paul, Weiss delivered a copy of the letter to Olshan on June 21, 2018, in accordance with the terms of the merger agreement.

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        On June 21, 2018, the Special Committee met with its advisors to discuss the letter received from Randa. Paul, Weiss provided the Special Committee with a review of the Special Committee's fiduciary duties in the context of receipt of such materials. Following discussion with, and advice from, its legal and financial advisors, including a review with the Special Committee of their obligations under the non-solicitation provisions of the Feldenkreis merger agreement, the Special Committee directed its advisors not to respond to Randa's communications at that time. Consistent with the Special Committee's instructions, the Company, the Special Committee and its advisors did not respond to the letter.

        Also on June 21, 2018, Olshan delivered a letter to Paul, Weiss in which it requested the "prior proposals" referenced in the June 20, 2018 Randa letter (which Paul, Weiss subsequently delivered to Olshan) and expressed the view, on behalf of Mr. George Feldenkreis, that Randa's reconfirmation was not reasonably expected to lead to a superior proposal.

        On June 22, 2018, Randa delivered to PJ Solomon revised debt commitment letters. On June 23, 2018, Paul, Weiss delivered the debt commitment letters to Olshan in accordance with the merger agreement.

        On June 24, 2018, the Special Committee met with its advisors to discuss the documents received from Randa. Paul, Weiss provided the Special Committee with a review of the Special Committee's fiduciary duties in the context of receipt of such materials. PJ Solomon noted that the revised debt commitment letters still appeared insufficient in terms of amount and noted that similar issues raised by the advisors as to the drafts received on May 21, 2018 remained unresolved. In addition, the debt commitment letters remained subject to investment committee approval of one of the lenders and each remained subject to due diligence. Moreover, the structures outlined in the commitments appeared to be preliminary and conflicting between the debt commitments letters and at least one debt commitment letter, by its terms, terminated prior to termination of the merger agreement. Following discussion with, and advice from, its legal and financial advisors, the Special Committee directed its advisors not to respond to Randa's communications at that time. Consistent with the Special Committee's instructions, the Company, the Special Committee and its advisors did not respond to Randa's communications.

        On June 26, 2018, Olshan delivered a letter to Paul, Weiss and reiterated its view, on behalf of Mr. George Feldenkreis, that the communications from Randa were not reasonably expected to lead to a superior proposal. Olshan requested confirmation from the Special Committee that Randa was not granted permission to access the Company's confidential information, and would not be, unless the Special Committee determined that such proposal was reasonably expected to lead to a superior proposal and that failure to provide such access would be inconsistent with the Special Committee's fiduciary duties. Paul, Weiss confirmed in writing the next day that the Special Committee was aware of and was in full compliance with its duties.

        On June 27, 2018, Randa delivered a letter to Paul, Weiss reconfirming its earlier non-binding indication of interest including a proposed draft of a merger agreement. The letter reflected the same $27.75 per share merger consideration as had been previously offered by Randa in its April 5, 2018 non-binding indication of interest, but stated that "[a]ssuming no material change in the terms of the agreements with [the Company's key] inbound licensors, we expect to be in a position to increase our $27.75 per share offer." Paul, Weiss delivered a copy of the letter to Olshan on June 27, 2018, in accordance with the terms of the merger agreement.

        On June 28, 2018, the Special Committee met with its advisors to discuss the letter and proposed draft of a merger agreement received from Randa. Paul, Weiss provided the Special Committee with a review of the Special Committee's fiduciary duties in the context of receipt of such materials. Following discussion with, and advice from, its legal and financial advisors, including a review with the Special Committee of their obligations under the non-solicitation provisions of the Feldenkreis merger agreement, the Special Committee directed its advisors not to respond to Randa's communications at

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that time. Consistent with the Special Committee's instructions, the Company, the Special Committee and its advisors did not respond to the letter.

        On June 30, 2018, Parent entered into an amended and restated commitment letter with Wells Fargo, PNC Capital Market LLC and PNC Bank National Association ("PNC Bank") pursuant to which PNC Bank was added as a lender under the ABL facility. Olshan delivered notice of this amendment to the Company on July 3, 2018, in accordance with the terms of the merger agreement.

        On July 1, 2018, Randa delivered a letter to Paul, Weiss reconfirming its earlier non-binding indication of interest, but increasing the per share price to $28.00. Unlike the June 27, 2018 letter, Randa did not indicate that additional consideration would be offered if its desired conversations with the Company's inbound licensors were favorable to Randa, but retained its position that as a pre-condition to execution of definitive agreements, Randa would expect to meet with the Company's inbound licensors. Paul, Weiss delivered a copy of the letter to Olshan on July 1, 2018, in accordance with the terms of the merger agreement.

        On July 2, 2018, Randa issued a press release announcing its proposal to acquire the Company in an all cash transaction for $28.00 per share.

        Also on July 2, 2018, the Special Committee met with its advisors to discuss the letter received from Randa and the press release issued from Randa. Paul, Weiss provided the Special Committee with a review of the Special Committee's fiduciary duties in the context of receipt of such materials. Following discussion with, and advice from, its legal and financial advisors, the Special Committee issued a "stop, look and listen" statement in response to the press release issued by Randa in accordance with the terms of the merger agreement.

        Later on July 2, 2018, the Company's controller notified the Company of his resignation and the Company's CEO informed the Special Committee of his desire to revise the interim CFO title to permanent CFO and to increase his salary commensurate with the permanent appointment to the CFO role.

        On July 3, 2018, the Special Committee met with its advisors to discuss employee matters and to again discuss the letter received from Randa and the press release issued by Randa. The Chairman of the Special Committee reported his discussions with the Company's CEO concerning certain employee issues, and Paul, Weiss reported Olshan's confirmation of consent from Parent under the merger agreement for the title change and salary increase of Mr. Jorge Narino. After discussion, the Special Committee unanimously approved the same and directed certain Special Committee members to contact the Company's CEO to discuss employee relations measures. Additionally, Paul, Weiss provided the Special Committee with a review of the Special Committee's fiduciary duties in the context of receipt of materials from Randa. Following discussion with, and advice from, its legal and financial advisors, the Special Committee determined that the Randa Proposal did not satisfy the requirements in the Feldenkreis merger agreement for granting due diligence access or commencing discussions or negotiations with respect to a competing takeover proposal. In arriving at its determination, the Special Committee considered, in relation to a 1.8% potential price increase, among other things, (1) that the proposal was highly-conditional, non-binding and insufficient in terms of value and certainty of the provided debt financing commitments, as well as the lack of evidence of sufficient cash equity on hand; (2) the additional timing to enter into and complete a potential transaction with Randa; (3) the history of dealing with Randa over the prior few months (including as to credibility with respect to timing); (4) the inclusion of an unprecedented 3% fee payable by the Company to Randa if shareholders vote down the transaction, compared to no such penalty if shareholders vote down the Feldenkreis merger; and (5) a number of other terms affecting shareholder value or certainty were inferior, including termination fees, additional risks to closing, and the lack of appraisal rights for shareholders. Based on the totality of the circumstances considered in comparison to the potential for a slight price improvement, the Special Committee concluded that re-engaging with Randa at the price offered was

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not in the best interest of shareholders. Upon such determination, the Special Committee approved the issuance of a press release announcing such determination.

        On July 9, 2018, Randa delivered a letter to the Special Committee, which it later made public by press release, noting its disappointment with the lack of direct communication by the Special Committee to Randa in respect of the Randa Proposal, and outlining its positions with respect to its debt commitment papers, the conditionality of its proposal, the potential timing of completion of such transaction, and its contemplated merger agreement.

        Also on July 9, 2018, the Special Committee met with its advisors to discuss the update on filing the Proxy Statement and related regulatory filings with respect to the Feldenkreis Proposal and to discuss the July 9, 2018 letter from Randa. The advisors carefully reviewed with the Special Committee each of the points made in the letter. After careful consideration, including of the requirements in the Feldenkreis merger agreement for granting due diligence access or commencing discussions or negotiations with respect to a competing takeover proposal, the Special Committee unanimously directed its advisors not to engage further with Randa at that time. In coming to this determination, the Special Committee noted that: (a) nothing new in terms of value or certainty was provided in the letter; (b) the letter further confirmed the Special Committee's view that substantial improvement in price and certainty was not reasonably expected to be offered by Randa; (c) the characterizations of the conditionality in Randa's non-binding proposal were misleading and incomplete, failing to note, among other things: (i) the highly conditional terms of the debt commitments provided to the Company, (ii) no cash equity was committed or indicated as likely to be committed (beyond the amount noted in the PJ Solomon meeting with Randa on June 1, 2018 as being insufficient to complete the transaction), (iii) the third-party change-of-control consent waivers that were to be sought as a pre-condition to signing (as clarified by Randa in its private June 20, 2018 letter), (iv) the added risks and delays in delivering shareholder value that were built into the Randa Proposal, through a "marketing period" delay of almost a month to allow for debt syndication (not provided in Feldenkreis merger agreement) on top of the delay in timing to execution needed to negotiate third-party consents, financing terms and a form of merger agreement provided by Randa that was materially different and adverse from the Company's point of view (in both form and substance) as compared to the Feldenkreis merger agreement, and (v) the merger agreement attached to the non-binding proposal remained less favorable in material respects to the Company's shareholders in terms of value protection and certainty, including but not limited to extraordinary termination fees potentially payable by the Company, especially when viewed in comparison to the Feldenkreis merger agreement termination fees, an antitrust condition that does not apply in the Feldenkreis merger agreement (burdensome condition), and the lack of appraisal rights for shareholders (which are available to shareholders pursuant to the Feldenkreis merger agreement); and (d) the letter ignored the risks under the Feldenkreis merger agreement in engaging with Randa when it was clearly consistent with Florida law for the Special Committee to discount such an unusually slight (1.8%) topping premium by the added uncertainties and risks of delays and termination in the Randa Proposal.

        On July 10, 2018, the FTC notified Paul, Weiss that the request for early termination of the waiting period under the HSR Act in respect of the proposed acquisition of the Company by Mr. George Feldenkreis had been granted effective as of the date of such notification.

        On July 15, 2018, in response to Randa's July 9, 2018 press release, with the consent of the Special Committee, Paul, Weiss delivered a letter to legal counsel for Randa, demanding that Randa (i) confirm destruction of all evaluation material that it received pursuant to the Randa NDA, (ii) cease issuing public statements in violation of the Randa NDA and (iii) make any future communications related to the Randa Proposal through PJS, as required by the Randa NDA.

        On July 16, 2018, Randa delivered a letter to the Special Committee, which it later made public by press release, complaining about a lack of direct communication by the Special Committee to Randa in respect of the Randa Proposal, and responding to certain points raised in the Company's preliminary

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proxy statement filed on July 11, 2018, with respect to Randa's views relating to its equity financing, its debt commitment papers, the financial strength of its proposal, the potential timing of completion of such transaction, its contemplated merger agreement, and its belief with respect to the superiority of the Randa Proposal. In addition, on July 16, 2018 legal counsel for Randa delivered a letter to Paul, Weiss objecting to any claims that Randa has violated the terms of the Randa NDA and failing to confirm destruction of the evaluation material as required by the Randa NDA.

        On July 17, 2018, the Special Committee met with its advisors to discuss the July 16, 2018 letter from Randa and the press release issued by Randa. The advisors carefully reviewed with the Special Committee each of the points made in the letter. After careful consideration, including of the requirements in the Feldenkreis merger agreement for granting due diligence access or commencing discussions or negotiations with respect to a competing takeover proposal, the Special Committee unanimously directed its advisors not to engage further with Randa at that time (other than with respect to the delivery of a letter regarding Randa's continued violations of the Randa NDA). In coming to this determination, the Special Committee noted that it was the Special Committee's belief that: (i) the Randa Proposal remained highly-conditional, non-binding and insufficient in terms of value and certainty of the provided debt financing commitments, and lacked evidence of sufficient cash equity on hand, (ii) Randa's financing commitments failed to account for approximately $32 million of newly proposed mortgage debt indicated as a source of funds and made the entire financing contingent on its level of cash, accounts receivable and inventory, assets upon which the Special Committee had conducted no diligence and into which the Special Committee had no visibility since Randa is a privately held company, (iii) the letter mischaracterized the strategic process and included unfounded skepticism regarding the timeline for closing the merger, particularly given that the Company had already been granted early termination of the 30-day waiting period under the HSR Act, (iv) Randa did not commit to pay the break fee that would be owed to Mr. George Feldenkreis if the Company enters into a merger agreement with Randa, leaving the Company shareholders to bear the expense of that break fee if Randa does not close a transaction (which would represent a loss to Company shareholders of approximately $8.7 million (approximately $0.55 per share), undermining the value of the slight price increase available to shareholders under the Randa Proposal), (v) Randa's proposed merger agreement was materially less favorable to the Company and its shareholders than the Feldenkreis merger agreement, including with respect to (1) expanding the circumstances under which fees may be payable to Randa in the event of a termination of the merger agreement; (2) increasing the amount of the break fee payable by the Company and lengthening the period during which such higher fee may be payable if the merger agreement is terminated; (3) requiring the Company to pay Randa's expenses, up to a cap of 1% of equity transaction value, if Company shareholders vote down the Randa proposal or if the Company breaches the merger agreement in a manner which gives rise to a Randa termination right; (4) placing substantial additional closing risk on the Company, in part because of the more onerous disclosure obligations and expanded Company representations and warranties and covenants; (5) not offering appraisal rights to Company shareholders, which Randa could voluntarily provide under Florida law, while the Feldenkreis merger agreement includes such recourse; and (6) making waiver of change of control consent rights of third parties a pre-condition to execution of a merger agreement and (vi) Randa continued to persistently violate the terms of the Randa NDA and failed to confirm the destruction of evaluation material, as noted above.

        On July 18, the Special Committee issued a press release responding to Randa's July 16, 2018 letter, which noted the same considerations the Special Committee contemplated on July 17, 2018 in coming to its determination not to engage further with Randa at that time with regard to the Randa Proposal.

        Also on July 18, 2018, Paul, Weiss delivered a letter to legal counsel for Randa, demanding that Randa (i) confirm destruction of all evaluation material as required by a section of the Randa NDA, which states that Randa must "return, destroy or erase . . . all Evaluation Material" "upon the

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Company's request . . . ," (ii) cease violating a section of the Randa NDA, which prohibits Randa from, among other things, (1) disclosing the "fact that discussions, negotiations, or investigations are taking or have taken place concerning a potential Transaction," (2) disclosing the "terms, conditions, or facts relating to the Transaction," and (3) making "any public statement concerning the Transaction," (iii) cease violating a section of the Randa NDA, which prohibits Randa from "contact[ing] or communicat[ing] with any . . . Business Relations of the Company or any of its subsidiaries about the Transaction or any Evaluation Material received by [Randa] hereunder in connection with the Transaction" absent prior approval in writing and (iv) make any future communications related to the Randa Proposal through PJS, as required by the Randa NDA.

        On July 19, 2018, Randa's counsel delivered a letter to the Special Committee noting simply that Randa was aware of it obligations under the Randa NDA, that it had and would continue to abide by those and that further "back and forth" on the subject would not be productive. The letter also expressed astoundment that the Special Committee would write about the Randa NDA and not engage on the Randa Proposal. The letter restated the complaint that they had been denied access to speaking to key inbound licensors and that they had been upfront during the sales process that they would need that access and restated a request to engage on the Randa Proposal. Nothing in the letter substantively addressed the shortcomings of the Randa Proposal identified in the Company's press release from July 18, 2018. Moreover, the letter conspicuously failed to confirm the destruction of evaluation material as required by the Randa NDA and avoided engaging substantively on the other violations described by Paul, Weiss in its July 18, 2018 letter.

        On July 27, 2018, Randa delivered a letter to PJS reconfirming its earlier non-binding indication of interest, but increasing the per share merger consideration to $28.90. In the letter, Randa stated that the offer was conditioned only on execution of its prior proposed merger agreement (subject to removing the concept of a marketing period and related definitions) and on the Special Committee facilitating and cooperating in a discussion between Randa and the Company's largest inbound licensor. The Company's license agreement with such licensor requires the consent of such licensor upon a change of control including under the merger. Randa also stated that the financing was fully committed and not conditioned upon the assets of the Company or Randa at closing. Concurrently with the letter, Randa also delivered an updated debt commitment letter from one of its lenders, and a draft updated debt commitment letter from its other lender, attached to a highly confident letter from such lender. Randa noted that the latter lender expected to be able to execute the updated draft debt commitment letter within 72 hours of the Company restoring such lender's access to the virtual data room. Randa's proposal also included an updated sources and uses document. Paul, Weiss delivered a copy of the documents to Olshan on July 27, 2018, in accordance with the terms of the Feldenkreis merger agreement.

        On July 29, 2018, the Special Committee met with its advisors to discuss the documents received from Randa. After careful consideration, including the requirements in the Feldenkreis merger agreement for granting due diligence access or commencing discussions or negotiations with respect to a competing takeover proposal or asking clarifying questions, the Special Committee unanimously directed its advisors to send a list of clarifying questions to Randa. In coming to this determination, the Special Committee noted that the offered price of $28.90 represented a 5.1% premium over the Feldenkreis Proposal, but that the Randa Proposal still contained ambiguities including: (a) that the letter stated the financing would not be conditioned upon "the assets, inventory, accounts receivable or operations of the Company or Randa at the closing," but the provided sources and uses suggested a borrowing amount beyond the minimum borrowing amount and did not indicate whether any equity would be committed to backstop any financing shortfall, (b) Randa noted its intent to use balance sheet cash to fund the equity component, but it was unclear to the Special Committee how much cash Randa possessed and whether or not equity would be committed to backstop any financing shortfall, (c) whether the debt commitment letters were subject to any flex provisions in as much as no fee

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letters had been provided, (d) what Randa proposed as a timeline to signing, including specific steps required, in light of the debt commitment letters, (e) who the proposed borrower under the bridge loan facility would be, and the identity and connection of the proposed parent guarantor in one of its lender's debt commitment letter, and (f) what comfort Randa expected or required following its discussion with the Company's largest in-bound licensor to move forward with a transaction.

        Also on July 29, 2018, Olshan delivered a letter to Paul, Weiss noting its belief that the Randa Proposal would not lead to a superior proposal and that allowing Randa to contact the Company's largest licensor could damage the Company. In particular, Olshan noted its client's beliefs that: (a) Randa previously breached the Randa NDA by contacting certain licensors of the Company without the consent of the Company and issuing press releases with details of its revised proposals and that Randa could continue to breach the Randa NDA, (b) Randa requested 72 hours to speak with the Company's largest licensor, but 72 hours would not be enough time for the licensor to make any decision, particularly in light of Randa's lack of experience with apparel and Oscar Feldenkreis' belief that the Company's largest licensor would not consent to a transaction with Randa, (c) permitting Randa to resume diligence would create uncertainty that could harm the Company's relationships with its employees and business partners, (d) the transaction contemplated by the Feldenkreis merger agreement could close months before the Randa Proposal could close, (e) neither Mr. George Feldenkreis nor Mr. Oscar Feldenkreis would support the Randa Proposal at $28.90 per share, (f) the Randa Proposal did not appear to provide for the up-front payment by Randa of the Company termination fee in the amount of $8,736,000 payable under the Feldenkreis merger agreement, (g) the Randa Proposal, like the Feldenkreis merger agreement, included a reverse termination fee of 4%, but such reverse termination fee was insufficient to protect the Company in connection with the Randa Proposal, and (h) Randa's goal may have been to disrupt the Company and the Feldenkreis merger agreement rather than to complete a transaction with the Company.

        On July 30, 2018, Randa delivered a letter to Paul, Weiss responding to the Special Committee's July 29, 2018 clarifying questions. In the letter, Randa stated that (a) one of its lenders agreed to provide an additional $25 million in minimum borrowing availability, (b) an affiliate of Randa would provide an additional $20 million in bridge financing, (c) Randa would be willing to covenant that no cash will be removed from Randa other than in the ordinary course of business during pendency of its transaction, (d) one of its debt commitments was subject to customary flex provisions and the other was not subject to flex provisions, with a redacted copy of the applicable fee letter with the flex provisions provided, (e) its other lender expected it will need 72 hours from the time at which Randa resolved its outstanding diligence issue regarding its meeting with the Company's key licensor to complete their remaining due diligence, (f) the two lenders were in the process of negotiating an intercreditor agreement on customary terms and (g) assuming a productive meeting with the Company's largest in-bound licensor in which Randa is able to reach an appropriate level of comfort with the licensor's post-closing plans with the Company, then Randa could move forward without a written change of control waiver from such licensor. Concurrently with the letter, Randa also delivered (i) bank-statements of the Randa affiliate as of June 30, 2018, that showed more than $20 million in funds available to backstop the bridge financing, (ii) Randa's 2018 monthly balance sheet with actual results through June 30, 2018 and projections for July to December 2018, and (iii) redacted fee letters from its two lenders. However, among other things, Randa did not (w) provide any information beyond a current bank statement as to the financial condition of its affiliate that would provide the bridge financing, (x) indicate what it would do if its discussions with the Company's largest in-bound licensor did not go well, (y) proffer any guarantee or security for payment of any reverse termination fee that may become payable by Randa, as Mr. George Feldenkreis provided in connection with the Feldenkreis merger agreement, or (z) clarify its timeline for its proposed transaction. A copy of the July 30, 2018 Randa response was shared with Olshan on July 31, 2018, in accordance with the terms of the Feldenkreis merger agreement.

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        On July 31, 2018, the Special Committee met with its advisors to discuss the materials received from Randa on July 30, 2018. PJ Solomon presented to, and the Special Committee reviewed with PJ Solomon, an updated preliminary overview of the financing components and significant terms of the most recent Randa Proposal. The presentation reviewed the sources and uses of cash implied by the most recent Randa Proposal, the debt and equity financing implied by the most recent Randa Proposal, and the assumed combined borrowing base of the Company and Randa implied by the most recent Randa Proposal. The analysis highlighted significant changes from the proposal originally received on June 22, 2018, including expansion of the term loan under one of Randa's debt commitments, the addition of a bridge loan under such debt commitment, a potential increase in the minimum guaranteed borrowing at close under the other debt commitment, and potential additional bridge financing by Randa. A copy of the presentation is attached as exhibit (c)(8) to the Statement on Schedule 13E-3, filed by the Company and the filing persons listed thereon with the SEC on August 20, 2018. After careful consideration, and in accordance with the terms of the Feldenkreis merger agreement, the Special Committee unanimously determined to commence discussions with, and granted due diligence access to, Randa, based on the fact that (a) after consultation with its outside legal and financial advisors, the Randa Proposal would reasonably be expected to lead to a Superior Proposal (as such term is defined in the Feldenkreis merger agreement) and (b) after consultation with outside legal counsel, the failure to (x) furnish access and non-public information with respect to the Company and any of its subsidiaries to Randa pursuant to the Randa NDA and (y) participate in discussions and negotiations regarding the Randa Proposal would reasonably be expected to be inconsistent with its fiduciary duties. In coming to this determination, the Special Committee noted that (i) the offered price of $28.90 per share of Company Common Stock represented a 5.1% premium over the Feldenkreis Proposal, (ii) the revised financing plans appeared reasonably capable of execution and appeared to give the Randa Proposal sufficient cushion and (iii) Randa's willingness to move forward without a written waiver from the Company's largest in-bound licensor (assuming a productive meeting with the licensor in which Randa is able to reach an appropriate level of comfort with the licensor's post-closing plans with the Company) significantly improved the capability of execution for the Randa Proposal. In coming to this decision, the Special Committee also considered, among other things, the concerns highlighted by Olshan in its July 29, 2018 letter to Paul, Weiss. The Special Committee also directed Paul, Weiss, given Randa's prior, repeated violations of the Randa NDA, to contact counsel for Randa and get clarification regarding Randa's position under the Randa NDA and to seek reasonable confirmation from Randa that it would be expected to fully comply with the Randa NDA before being granted further access to the data room.

        On August 1, 2018, legal counsel for Randa confirmed to Paul, Weiss that Randa would agree to abide by the Company's interpretation of the Randa NDA for a specified period under an understanding designed to provide Randa with an opportunity to (a) have a discussion arranged by the Special Committee with an inbound licensor of the Company and a reasonable opportunity for follow-up and (b) provide definitive financing commitments not subject to due diligence or investment committee approvals following such discussion and follow-up, while also protecting the Company from unauthorized public statements concerning a potential transaction or unauthorized contact with its business relations.

        On August 2, 2018, Olshan delivered a letter to Paul, Weiss in which Olshan stated, on behalf of Mr. George Feldenkreis: (a) Olshan's belief, in view of Randa's clear, repeated breaches of the Randa NDA, including, without limitation: (i) impermissible public statements about the transaction; (ii) unauthorized communications with key business relations of the Company; and (iii) failure to return the Company's confidential information, the Special Committee must insist on Randa's strict adherence to the Company's interpretation of the Randa NDA at all times; (b) the Special Committee's failure to do so substantially dilutes and weakens the Randa NDA such that it no longer constitutes an "Acceptable Confidentiality Agreement" (as defined in the Feldenkreis merger agreement) that would allow the Special Committee to provide access and non-public information with respect to the

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Company to Randa under the Feldenkreis merger agreement, and that, accordingly, any purported superior proposal that may arise out of such due diligence access would be obtained in violation of the no solicitation covenant in the Feldenkreis merger agreement; (c) it seriously questioned the Special Committee's apparent willingness to tolerate Randa—in violation of the express terms of the Randa NDA—agitating for a transaction outside of the negotiated process for an alternative transaction contained in the Feldenkreis merger agreement, not only impermissibly putting Randa in a more favorable position than Mr. George Feldenkreis would be in if the roles were reversed, but more critically, effectively condoning conduct by Randa that has already damaged, and has the potential to significantly further damage, the Company's business in the event that discussions with Randa prove fruitless; (d) despite Randa's persistent violations of the Randa NDA, the Special Committee inexplicably, and contrary to the terms of the Feldenkreis merger agreement, continues to give Randa preferential treatment, commencing with a $750,000 expense reimbursement that was not disclosed to Mr. George Feldenkreis prior to signing as required by the Feldenkreis merger agreement, failing to enforce the Randa NDA, and now allowing Randa an indeterminate length of time in which to conduct its due diligence; (e) the uncertainty surrounding this due diligence poses a significant risk and long-term damage to the Company, as it further jeopardizes the Company's relationship with its licensors, suppliers and employees, which could result in a material adverse effect under the Feldenkreis merger agreement; (f) the actions of the Special Committee described above do not serve the best interests of the Company and its shareholders; (g) the Special Committee must ensure that Randa is playing on a level field with Mr. George Feldenkreis, including by ensuring that Randa agrees to be bound by restrictions in the Randa NDA that are at least as stringent as those with which Mr. George Feldenkreis has fully complied, otherwise Mr. George Feldenkreis may be compelled to take any and all actions in response to the Special Committee's and Randa's recurrent derelictions that he deems to be in the best interests of shareholders; and (h) Mr. George Feldenkreis reserves all rights under the Feldenkreis merger agreement and otherwise.

        Also on August 2, 2018, following receipt of Olshan's August 2, 2018 letter, Paul, Weiss requested further clarification of Randa's intent under the Randa NDA in light of the concerns expressed by Olshan. Later that evening, legal counsel for Randa confirmed, on behalf of Randa and without prejudice to Randa's interpretation of the Randa NDA, that Randa agreed to comply with the Special Committee's interpretation of the Randa NDA at all times from and after the date of such confirmation. In light of such confirmation, and pursuant to the Special Committee's direction, advisors for the Special Committee commenced to arrange discussions and due diligence access for Randa pursuant to the determination made by the Special Committee on July 31, 2018 and notified counsel for each of Randa and Mr. George Feldenkreis of same.

        On August 3, 2018, the Special Committee issued a "stop, look and listen" statement in advance of the filing of this amendment to the Company preliminary proxy statement.

        Also on August 3, 2018, advisors to the Special Committee re-opened Randa's access to the Company's virtual data room and commenced addressing additional due diligence requests made by Randa. On or about August 4, 2018, the advisors and a member of the Special Committee also contacted the Company's largest inbound licensor seeking an opportunity for Randa to have a discussion with such licensor. Both the Company (through the Special Committee and its advisors) and Mr. Oscar Feldenkreis discussed with such licensor Randa's proposal and the consent rights under the License (as defined below) in connection therewith. With respect to those discussions by the Company (through the Special Committee and its advisors), they were aimed at satisfying Randa's precondition of a positive meeting with such licensor. With respect to those discussions by Mr. Oscar Feldenkreis, they occurred intermittently as a result of publicity by Randa of its proposal and were aimed at assuring such licensor that its relationship with the Company would not be affected and that such licensor's consent rights would be respected.

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        On August 7, 2018, Olshan delivered a letter to Paul, Weiss in which Olshan, on behalf of Mr. George Feldenkreis, (a) conveyed its understanding that Randa had submitted an additional due diligence request to the Company, which it considered astonishing because Randa had access to over 75,000 pages of documents from the Company since March of this year, (b) stated its belief that no further information should be provided, (c) reminded the Special Committee that the only diligence item on which Randa's latest proposal was conditioned was a discussion with the Company's largest inbound licensor, and (d) cautioned that Randa's latest due diligence request confirms Parent's concern, previously communicated in Olshan's August 2, 2018 letter, that the Special Committee is allowing Randa to conduct open-ended and seemingly interminable due diligence that not only destroys employee morale but also risks permanent and long-term damage to the Company's business. The letter continued, in the event the Special Committee chose to disregard all of this and nonetheless provide additional information to Randa, by (i) reminding the Special Committee of its obligations under the Feldenkreis merger agreement to promptly provide copies of that information to Parent and to keep Parent informed on a current basis of the status of Randa's proposal (as to which Parent had not received any updates, including as to its lender's willingness to proceed with the financing for Randa's proposal on a non-conditional basis), (ii) noting that the Feldenkreis merger agreement does not provide that the Company can be required to generate or create any new information that does not currently exist, and (iii) expressing concern that unending requests and any undertaking to provide information that the Company has no obligation to prepare or provide would only cause further delay of the Special Meeting, in violation of the Company's obligations under the Feldenkreis merger agreement. The letter further stated that it is clear that, given Randa's misrepresentations regarding the scope and completion of its due diligence, its clear lack of readiness to proceed and its continued failure to honor its commitments, contractual or otherwise (including repeated violations of the Randa NDA), the Special Committee had no basis to conclude that Randa's proposal would reasonably be expected to lead to a superior proposal. The letter concluded by stating that (x) the Special Committee needs to put an end to Randa's fishing expedition so that Parent and the Company can proceed with their transaction that provides substantial and certain value to the Company's unaffiliated shareholders, (y) to do otherwise puts the Company at risk of breaching its obligations under the Feldenkreis merger agreement and jeopardizes the transaction that it already has in hand, actions that would constitute breaches of the Special Committee's fiduciary obligations to the Company's shareholders and for which Parent will hold the Special Committee fully accountable, and (z) to stem further defections of Company employees and maintain key business relations, the Special Committee should immediately and publicly reconfirm its commitment to the Feldenkreis transaction.

        On August 8, 2018, Paul, Weiss delivered a letter to Olshan in which Paul, Weiss, on behalf of the Special Committee, (a) conveyed that the Special Committee is well aware of its obligations under the Feldenkreis merger agreement and its fiduciary duties, and that the Special Committee and Company have complied with their obligations and duties, and will continue to do so, (b) reminded Olshan that the Feldenkreis merger agreement does not limit the due diligence the Company can provide to Randa, so long as copies of the information are made available to Parent, and that Mr. George Feldenkreis would automatically be notified when a document was added to the data room, (c) informed Olshan that the Special Committee had not provided an update regarding the Randa Proposal because there was nothing to report, and (d) explained that Randa's 72-hour window to provide signed financing commitment letters did not, by the terms of the proposal as clarified on July 30, 2018, begin to run until Randa met with the Company's largest inbound licensor.

        Also on August 8, 2018, the Special Committee delivered a letter to Mr. Oscar Feldenkreis in which the Special Committee (a) advised Mr. Oscar Feldenkreis that the Special Committee determined it was in the best interests of the Company's shareholders to provide reasonable due diligence access to Randa, (b) instructed Mr. Oscar Feldenkreis that he and the Company's other officers must comply in a timely manner with all reasonable diligence requests, (c) noted that the Company had not yet provided any information in response to Randa's August 6, 2018 diligence

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requests, and (d) requested that the Company provide (1) the actual income statement, balance sheet, and cash flow statement for June 2018 year-to-date and July 2018 year-to-date when available and (2) to the extent such information is gathered in the ordinary course of business, revenue and gross margin by brand for June 2018 year-to-date and July 2018 year-to-date when available. In response to the Special Committee's August 8, 2018 letter, Mr. Oscar Feldenkreis delivered a letter to the Special Committee in which he noted that (a) the executives other than him had received the diligence requests on August 6, 2018, but were unable to commence work on responses until August 7, 2018 because of a technical issue, (b) the requested income statement, balance sheet, and cash flow statement for June 2018 year-to-date were provided on August 10, 2018, (c) the income statement, balance sheet, and cash flow statement for July 2018 year-to-date would be made available shortly after they are finalized, (d) the Company's officers and employees were all instructed to work diligently to generate the requested information as quickly as possible, and (e) that it was in everyone's best interest not to delay resolution of the situation.

        Also on August 8, 2018, the Special Committee's advisors discussed the Company's request for a Randa meeting with the executive at the Company's largest inbound licensor in charge of the Company's relationship with such licensor. In that discussion with such executive, the executive made clear to the advisors of the Special Committee that: (i) he had already spoken to Randa (without the Special Committee's authorization); (ii) he had substantive concerns regarding Randa's lack of experience in apparel; (iii) based on the substantive criteria the licensor applied to consider granting consent (which criteria he explained to such advisors), the judgment reached by the licensor (including based on Randa's earlier discussion with him) was that such criteria were not met by Randa; and (iv) he refused to have another discussion with Randa. The executive also indicated that he would send an email confirming the licensor's position, after he consulted with others in his organization.

        On August 9, 2018, Randa delivered a letter to the Special Committee in which Randa (a) expressed frustration that (1) the Special Committee had yet to facilitate an interview with the Company's largest inbound licensor, (2) it believed that Mr. Oscar Feldenkreis was scheduled to meet with the licensor the following week and (3) the Company had not responded to Randa's diligence requests, and (b) reaffirmed its commitment to the Randa Proposal. Mr. Oscar Feldenkreis subsequently communicated to the Special Committee that his meeting with the Company's largest inbound licensor had been set in July in connection with his yearly attendance at an annual industry apparel show, which meeting was held on August 16, 2018.

        On August 10, 2018, the Company's largest inbound licensor informed PJS in writing that, if Randa acquires the Company, then such licensor would exercise its contractual rights and either put out a request for proposal for the license (the "License"), which Randa could bid on, or would grant the License to one of its current licensees. The licensor added that it is not in such licensor's best interests at this time to give the License to Randa if Randa were to acquire the Company. The Special Committee shared the licensor's email with Randa and delivered a letter to Randa asking for clarification as to (a) whether Randa would waive the pre-condition that it meet with the Company's largest inbound licensor and (b) when the Special Committee could expect to receive definitive financing documents and Randa's position on the form of merger agreement, neither of which had yet been received by the Special Committee.

        On August 11, 2018, Randa contacted PJS and suggested that the only way Randa could reach a deal with the Company was if Mr. George Feldenkreis and Mr. Oscar Feldenkreis agreed to support the Randa transaction and to help Randa retain the Company's largest inbound licensor following the closing of such transaction. Randa suggested that it could raise its price from $28.90 per share if they each would agree to support a transaction with Randa. Paul, Weiss and PJS spoke with Olshan and Scope, respectively, to convey Randa's message to Mr. George Feldenkreis. Olshan and Scope relayed that Mr. George Feldenkreis, in his capacity as a shareholder, was uninterested in selling his shares to Randa or supporting the Randa Proposal and further expressed the view that continued discussions and

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diligence regarding the Randa Proposal was unlikely to lead to a superior proposal under the Feldenkreis merger agreement, because he could not control the decisions of the Company's largest inbound licensor, and nevertheless, Randa had no financing in place, nor were the terms of a definitive agreement agreed upon.

        On August 12, 2018, PJS communicated Mr. George Feldenkreis' response to Randa.

        On August 13, 2018, Randa delivered a letter to the Special Committee in which Randa (a) reiterated its interest in acquiring the Company (b) noted that it would be prepared to increase its price if Mr. George Feldenkreis and Mr. Oscar Feldenkreis would support the Randa Proposal and assist the Company in obtaining the requisite consent of the Company's largest inbound licensor, and (c) acknowledged that failing support of the transaction including in respect of further discussions with such licensor, it had no viable path to a transaction between Randa and the Company.

        Also on August 13, 2018, the Special Committee met with its advisors and received an update on the process including review of the licensor communications and the letter from Randa. Following consultation with its advisors, the Special Committee determined that, subject to (a) conferring with representatives of Mr. George Feldenkreis and Mr. Oscar Feldenkreis regarding their reactions to Randa's letter and confirming that, in their capacity as shareholders, they remained opposed to selling their shares to Randa, (b) conferring with Mr. Oscar Feldenkreis in his capacity as the Company's CEO regarding whether additional actions should be taken with respect to seeking licensor consent, and (c) subsequent approval of the press release announcing the Special Committee's determination, the Randa Proposal was no longer reasonably likely to lead to a superior proposal under the Feldenkreis merger agreement and the Company should terminate discussions and cease providing further diligence information to Randa. The determination of whether the Company's largest inbound licensor would consent to a change of control was solely within the control of such licensor.

        Also on August 13, 2018, Mr. Oscar Feldenkreis sent a letter to the Special Committee in which he stated that he was aware of his fiduciary duties as a director and CEO of the Company and that the Licensor had come to its own decision regarding Randa, and he further refuted the suggestion that the Feldenkreis' or anyone else at the Company control that decision. Further, Mr. Oscar Feldenkreis stated his belief that Randa's efforts to identify hurdles for others to jump did not excuse its failure to complete its diligence, provide evidence of committed financing or agree to the terms of a definitive agreement.

        On August 14, 2018, the Company issued a press release as approved by the Special Committee (a) disclosing the letter from Randa dated August 13, 2018, (b) announcing that the Special Committee (i) determined, following consultation with its outside legal and financial advisors, that the Randa Proposal was no longer reasonably likely to lead to a Superior Proposal under the Feldenkreis merger agreement, including due to the fact that, based on communications received from the Company's largest inbound licensor, it became clear that the key inbound licensor precondition to the Randa Proposal was not likely to be satisfied irrespective of any action taken by Mr. George Feldenkreis and Mr. Oscar Feldenkreis, and (ii) terminated discussions with Randa in accordance with the terms of the Feldenkreis merger agreement, and (c) reiterating the Special Committee's support of the Feldenkreis merger agreement. In approving such announcement regarding the precondition being unlikely to be satisfied irrespective of any action taken by Mr. George Feldenkreis and Mr. Oscar Feldenkreis, the Special Committee understood that (x) in their fiduciary roles at the Company the Feldenkreis' actions were unlikely to overturn the determination made by such licensor, which was a much larger organization than the Company and had made its determination in accordance with its own established criteria and (y) in their shareholder capacities, the Feldenkreises were neither willing nor obligated to support the Randa transaction or provide Randa with assistance post-closing in meeting such criteria.

        Also on August 14, 2018, the Company terminated Randa's access to the data room.

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        On August 15, 2018, the Company requested return or destruction of confidential information concerning the Company in accordance with the Randa NDA.

        On August 27, 2018, Mr. George Feldenkreis and Mr. Oscar Feldenkreis formally requested the consent of the Company's largest inbound licensor to the change of control which will occur on the closing of the merger. There is no assurance that such consent will be obtained and the merger is not conditioned upon obtaining such consent.

Recommendation of the Special Committee and Our Board of Directors; Reasons for Recommending the Adoption of the Merger Agreement; Fairness of the Merger

        On June 15, 2018, the Special Committee, after careful consideration, voted unanimously to recommend to the board of directors that it, and thereafter the board of directors, after careful consideration and acknowledging the interest of George Feldenkreis and Oscar Feldenkreis in the merger, voted unanimously to (i) approve and declare advisable the merger agreement, the merger and the transactions contemplated by the merger agreement, (ii) declare that it is fair to and in the best interests of the Company and the unaffiliated shareholders of the Company that the Company enter into the merger agreement and consummate the merger on the terms and subject to the conditions set forth in the merger agreement, (iii) direct that the adoption of the merger agreement be submitted to a vote at a meeting of the shareholders of the Company and (iv) recommend to the shareholders of the Company that they vote FOR the adoption of the merger agreement.

        In evaluating the merger, the Special Committee and the board of directors consulted with the Company's senior management and outside legal and financial advisors and, in reaching their respective determinations, the Special Committee and the board of directors considered a number of factors that they believed supported their decision to approve and recommend the merger agreement and the merger, including, but not limited to, the following:

•

the $27.50 per share to be paid in respect of each share of Company Common Stock represents: (i) a premium of 21.6%, based on the closing price per share of Company Common Stock on the Undisturbed Date of $22.62; (ii) a premium of 14.0% based on the volume weighted average price per share of Company Common Stock for the 90-day period ending on the Undisturbed Date of $24.13; (iii) a premium of 11.1% based on the volume weighted average price per share of Company Common Stock for the 60-day period ending on the Undisturbed Date of $24.75; (iv) a premium of 9.4% based on the volume weighted average price per share of Company Common Stock for the 30-day period ending on the Undisturbed Date of $25.14; (v) a premium of 5.8% based on the highest closing price per share of Company Common Stock for the 52-week period ending on the Undisturbed Date of $25.99; and (vi) a discount of 4.5% based on the highest closing price per share of Company Common Stock for the 5-year period ending on the Undisturbed Date of $28.80;



•

the current and historical market prices for the Company Common Stock, including those set forth in the table in the section captioned "Markets and Market Price," which has a median closing price of $22.28 for the 52-week period ending on the Undisturbed Date;



•

the Company Common Stock traded as low as $16.35 during the 52 weeks prior to the announcement of the June 15, 2018 execution of the merger agreement;



•

the global and U.S. domestic retail economies have experienced unprecedented contraction which has had a dramatic adverse impact on the Company's customer base and forced multiple distribution outlets and retailers to file for bankruptcy;



•

the fact that the Special Committee and the board of directors believed that the $27.50 per share price to be paid in respect of each share of Company Common Stock was the highest

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price that George Feldenkreis and his related parties would be willing to pay and represented the best value reasonably available to the Company's unaffiliated shareholders;

•

the fact that the $27.50 per share merger consideration was below the ranges of values per share of Company Common Stock indicated by certain of the selected companies analyses presented by PJS viewed in the context of the $27.50 per share merger consideration being within the ranges of values per share of Company Common Stock indicated by other analyses presented by PJS. For a summary of these financial analyses presented by PJS, see "Special Factors—Opinion of PJS" beginning on page 56;



•

the fact that the consideration to be paid in the proposed merger is all cash, which provides certainty of value and liquidity to the unaffiliated shareholders and allows the unaffiliated shareholders not to be exposed to the risks and uncertainties relating to the prospects of the Company (including the prospects described in management's projections summarized under "Special Factors—Projected Financial Information" beginning on page 74);



•

the possibility that it could take a considerable period of time before, and that there could be significant uncertainty as to whether, the trading price of Company Common Stock would reach and sustain a trading price of at least equal to the per share merger consideration of $27.50, as adjusted for present value, following any withdrawal of George Feldenkreis' offer;



•

the Special Committee's and board of directors' belief, based on their knowledge of the business, operations, management, financial condition, earnings and prospects of the Company, including the prospects of the Company as a stand-alone company, that the merger is desirable at this time, as compared with other times in the Company's operating history;



•

the possible alternatives to the merger, including, but not limited to, selling the Company to another acquiror, continuing as a stand-alone company or effecting a leveraged recapitalization, which alternatives the Special Committee and board of directors evaluated with the assistance of the Company's senior management and advisors and determined were likely to be less favorable to the Company's shareholders than the merger given the potential risks and uncertainties associated with those alternatives;



•

the fact that after a long a public process, which consisted of a strategic alternative review process whereby PJS contacted 18 parties (9 private equity and 9 strategic), only one other bidder for all of the outstanding shares of the Company Common Stock executed a confidentiality agreement with the Company, and after months of diligence such bidder was unable to arrange its financing;



•

the Special Committee's determination that the Randa Proposal was not reasonably likely to lead to a Superior Proposal;



•

the opinion of PJS, dated June 15, 2018, to the Special Committee as to the fairness, from a financial point of view and as of the date of the opinion, of the $27.50 in cash per share to be paid to the shareholders (other than Parent and its affiliates), including the Company's "unaffiliated security holders" (as defined in Rule 13e-3 under the Exchange Act), pursuant to the merger agreement, as well as the related financial presentation, both of which the Special Committee and board of directors expressly adopted. See "Special Factors—Opinion of PJS" beginning on page 56;



•

the likelihood that the merger would be completed based on, among other things (not in any relative order of importance):



•

the Special Committee's and board of directors' belief that the debt financing required for the merger will be obtained, given (i) the fact that Parent had obtained commitments for

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such debt financing, (ii) the reputation of the financing sources and (iii) the obligation of Parent to use reasonable best efforts to obtain such debt financing;

•

the absence of a financing condition in the merger agreement;



•

the likelihood and anticipated timing of completing the merger in light of the scope of the closing conditions;



•

the Special Committee's and board of directors' belief that no significant antitrust or other regulatory issue exists and that the required antitrust approval is expected to be obtained;



•

the fact that (i) Parent will be required to pay to the Company a reverse termination fee of $17.472 million if the merger agreement is terminated under certain circumstances, (ii) the Company will not need to prove damages as a condition to receiving such reverse termination fee, (iii) George Feldenkreis has executed a limited guarantee in favor of the Company guaranteeing Parent's obligation to pay such reverse termination fee and (iv) George Feldenkreis' guarantee is supported by George Feldenkreis' pledge of 647,451 certificated shares of Company Common Stock, which are currently held in escrow;



•

the Company's right to seek specific performance of Parent's obligations under the merger agreement, including, under certain circumstances, specific performance of Parent's obligations to cause each Rollover Investor to make the equity contribution to Parent pursuant to such Rollover Investor's equity commitment letter; and



•

George Feldenkreis' execution of a limited guarantee and pledge and security agreement in favor of the Company guaranteeing (and pledging collateral in support of such guarantee), subject to the limitations described therein, the payment of certain payment obligations that may be owed by Parent pursuant to the merger agreement, including the payment of any reverse termination fee that may become payable following termination of the merger agreement in specified circumstances, subject to an overall cap of $17.472 million.



•

the other terms of the merger agreement and the related agreements, including:



•

the Special Committee's and the board of directors' ability to withhold, withdraw, qualify or modify its recommendation that the Company's shareholders vote to adopt the merger agreement, subject to certain conditions in the merger agreement;



•

the Special Committee's and the board of directors' ability to (i) respond to takeover proposals and (ii) terminate the merger agreement for a superior proposal prior to adoption of the merger agreement by the Company's shareholders, in each case, subject to certain conditions in the merger agreement, including in the case of a termination of the merger agreement, the payment of a termination fee of $8.736 million by the Company;



•

the termination fee of $8.736 million payable by the Company to Parent under certain circumstances, including as described above, in connection with a termination of the merger agreement, which the Special Committee and board of directors concluded was reasonable in the context of termination fees payable in comparable transactions and considering the overall terms of the merger agreement, including the per share merger consideration of $27.50;



•

the fact that the voting agreement entered into by the Rollover Investors with Parent and the Company will terminate automatically if the merger agreement is terminated in accordance with its terms, including a termination of the merger agreement for a superior proposal prior to adoption of the merger agreement by the Company's shareholders; and



•

the availability of appraisal rights under the FBCA to the unaffiliated shareholders who comply with all of the required procedures under the FBCA, which allows such holders to

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seek appraisal of the fair value of their shares of Company Common Stock in lieu of receiving the per share merger consideration as determined by the state and federal courts in Miami-Dade County, State of Florida.

        The Special Committee and board of directors also believed that sufficient procedural safeguards were and are present to ensure the fairness of the merger and to permit the Special Committee and board of directors to represent effectively the interests of the Company's unaffiliated shareholders. These procedural safeguards include, but are not limited to, the following:

•

the fact that the Special Committee consists solely of independent and disinterested directors who are not officers or employees of the Company or affiliated with the GF Group;



•

the fact that the board of directors vested the Special Committee with the exclusive power and authority of the board of directors to take any and all actions it considers necessary, desirable or appropriate: (1) to evaluate the terms and conditions and determine the advisability of the Feldenkreis Proposal, or any alternative thereto, and whether in the judgment of the Special Committee the Feldenkreis Proposal, or any alternative thereto, is advisable, fair and in the best interests of the Company and its shareholders; (2) to negotiate with any party the Special Committee deems appropriate with respect to the terms and conditions of the Feldenkreis Proposal, or any alternative thereto, and, if the Special Committee deems appropriate and permissive under applicable law, approve the execution and delivery of documents in connection with the transactions contemplated by the Feldenkreis Proposal, or any alternative thereto, on behalf of the Company; (3) to determine whether the Feldenkreis Proposal or any alternative thereto negotiated by the Special Committee is beneficial to the Company and its shareholders; and (4) to recommend to the full board of directors what action, if any, should be taken by the board of directors with respect to the Feldenkreis Proposal, or any alternative thereto;



•

the recognition by the Special Committee that it had the authority not to recommend the merger or any other transaction to the board of directors;



•

the recognition by the independent directors that they, collectively representing a majority of the board of directors, had the authority not to approve the merger or any other transaction;



•

the fact that each of the members of the Special Committee (comprised of all independent directors) unanimously voted to recommend to the board of directors that it, and thereafter the board of directors unanimously voted to, approve and declare advisable the merger agreement, the merger and the transactions contemplated by the merger agreement, and declare that it is fair to and in the best interests of the Company and the unaffiliated shareholders of the Company that the Company enter into the merger agreement and consummate the merger on the terms and subject to the conditions set forth in the merger agreement;



•

the fact that the Special Committee was advised by PJS, as financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akerman LLP, as legal advisors, each an internationally recognized firm selected by the Special Committee; and



•

the fact that approval of the merger is subject to satisfaction of or, if permitted, waiver of several conditions, including the approval by holders of a majority of the outstanding shares of Company Common Stock not owned by the Rollover Investors or officers or directors of the Company.

        In the course of its deliberations, the Special Committee and board of directors also considered a variety of risks and other countervailing factors related to the merger agreement and the merger, including, but not limited to, the following:

•

the risk that the merger might not be completed in a timely manner or at all, including the risk that the merger might not be completed because the financing contemplated by the acquisition

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financing commitments, described under the caption "Special Factors—Financing of the Merger" beginning on page 78, is not obtained, as Parent does not on its own possess sufficient funds to complete the merger;

•

the risk that all of the conditions to the parties' obligations to effect the merger will not be satisfied prior to the termination date set forth in the merger agreement;



•

the fact that the Company's unaffiliated shareholders will not have any equity in the surviving company following the merger, meaning that the Company's unaffiliated shareholders will cease to participate in the Company's future earnings or growth, or to benefit from any increases in the value of the equity in the Company;



•

the restrictions on the conduct of the Company's business prior to the completion of the merger, which may delay or prevent the Company from pursuing business opportunities that may arise or taking any other action it would otherwise take with respect to its business operations;



•

the risk that, while the closing of the merger is pending, there could be disruptive effects on the business, customer relationships and employees of the Company;



•

the fact that, on June 15, 2018 (the date of execution of the merger agreement), the closing sale price of the Company Common Stock was higher than the per share merger consideration;



•

the risk of incurring substantial expenses related to the merger, including in connection with any future litigation;



•

the fact that the Company could be required to pay a termination fee of $8.736 million if the merger agreement was terminated under certain circumstances, including, but not limited to, a termination of the merger agreement by Parent after the board of directors or Special Committee had withdrawn, modified or amended its recommendation in respect of the merger and the merger agreement in a manner adverse to Parent;



•

the absence of a "go-shop" provision in the merger agreement that would permit the Company to actively solicit a superior proposal after execution of the merger agreement;



•

the fact that George Feldenkreis has a "last look" right with respect to superior proposals received by the Company and that George Feldenkreis may not support any such alternative transactions;



•

the possibility that the termination fee of $8.736 million payable by the Company upon the termination of the merger agreement under certain circumstances could discourage potential acquirors from making a competing bid to acquire the Company;



•

the fact that the Company will generally be required, if the proposed merger is not completed, to pay its own expenses associated with the merger agreement, the merger and the other transactions contemplated by the merger agreement;



•

the fact that (i) Parent and Merger Sub are newly formed companies with essentially no assets other than the equity commitments of the Rollover Investors, (ii) the Company's remedy in the event of breach of the merger agreement by Parent or Merger Sub could be limited to receipt of the reverse termination fee of $17.472 million, collateralized only by certain certificated shares of Company Common Stock pledged by George Feldenkreis, and (iii) under certain circumstances, the Company would not be entitled to any reverse termination fee if the merger agreement was terminated;



•

the fact that an all cash transaction would be taxable to the Company's shareholders that are U.S. holders for U.S. federal income tax purposes; and

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•

the fact that certain of our directors and executive officers have interests in the transaction that are different from, or in addition to, those of our unaffiliated shareholders; see the section captioned "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 83.

        In evaluating the merger and in reaching its determination as to the fairness of the transactions contemplated by the merger agreement, the Special Committee and the board of directors considered the factors set forth above, including an evaluation of the going concern value of the Company. The Special Committee and the board of directors did not consider liquidation value as a factor because they consider the Company to be a viable going concern business and the trading history of the Company Common Stock to generally be an indication of its value as such. In addition, due to the fact that the Company is being sold as a going concern, the Special Committee and the board of directors did not consider the liquidation value of the Company relevant to a determination as to whether the proposed merger is fair to the Company's unaffiliated shareholders as the Special Committee and the board of directors believed the value of the Company's assets that might be realized in a liquidation would be significantly less than its going concern value. The Special Committee also did not consider net book value, which is an historical accounting measure, in determining the fairness of the merger to the Company and its shareholders (other than the GF Group Filing Persons), including the unaffiliated shareholders, because of its belief that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical acquisition costs and therefore not a relevant measure in the determination of the fairness of the merger. Net book value does not take into account the prospects of the Company, contingent liabilities, market conditions, trends in the industries in which the Company operates or the business risks inherent in those industries. Further, the Special Committee did not believe that net book value accurately reflects the Company's present market value. The Company's net book value per share of Company Common Stock as of June 15, 2018 was approximately $24.35, which is lower than the $27.50 per share merger consideration and higher than the $22.62 closing price of the Company Common Stock on the Undisturbed Date, and the Company's tangible net book value per share of Company Common Stock as of June 15, 2018 was approximately $12.66, which is lower than the $27.50 per share merger consideration and lower than the $22.62 closing price of Company Common Stock on the Undisturbed Date.

        The Special Committee and the board of directors considered each of the financial analyses presented by PJS (as summarized under "Special Factors—Opinion of PJS" beginning on page 56) together as a whole and did not assign relative importance or weight to any specific analysis by PJS or consider any such analysis in isolation from the other analyses. Thus, the fact that the $27.50 per share merger consideration was below the ranges of values per share of Company Common Stock indicated by two of the selected companies analyses presented by PJS and the fact that the $27.50 per share merger consideration was within the range of values of all of the other analyses presented by PJS were facts that were considered only as part of the consideration of all of the analyses presented by PJS, as well as the opinion of PJS, which was similarly presented as being based upon all of the analyses taken as a whole, that, as of June 15, 2018 and based upon and subject to the factors and assumptions set forth therein, the $27.50 in cash per share of Company Common Stock to be paid to the shareholders (other than Parent and its affiliates), including the Company's "unaffiliated security holders" (as defined in Rule 13e-3 under the Exchange Act), pursuant to the merger agreement was fair from a financial point of view to such shareholders.

        The foregoing discussion of the factors considered by the Special Committee and the board of directors is not intended to be exhaustive, but rather includes the principal factors considered by the Special Committee and the board of directors. The Special Committee reached the conclusion to unanimously recommend that the board of directors approve, and thereafter the board of directors reached the conclusion to unanimously approve, the merger agreement, the merger and the other transactions contemplated by the merger agreement in light of the various factors described above and

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other factors that the members of the Special Committee and board of directors believed were appropriate. In view of the wide variety of factors considered by the Special Committee and board of directors in connection with their evaluation of the proposed merger and the complexity of these matters, the Special Committee and board of directors did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors they considered in reaching their decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Special Committee and the board of directors. Rather, the Special Committee made its recommendation, and the board of directors made its decision to approve, based on the totality of information that they reviewed and the investigation that they conducted. In considering the factors discussed above, individual members of the Special Committee and the individual members of the board of directors may have given different weights to different factors. In light of the procedural protections described above, and given the independent directors' majority status and the engagement of PJS, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akerman LLP by the Special Committee, the Special Committee and the board of directors did not consider it necessary to make any provision to grant unaffiliated shareholders access to the Company's corporate files or to obtain counsel or appraisal services for unaffiliated shareholders.

        In connection with the consummation of the merger, certain of the Company's directors may receive benefits and compensation that may differ from the per share merger consideration you would receive. See "Special Factors—Interests of the Company's Directors and Executive Officers in the Merger" beginning on page 83.

        Based upon the foregoing, the Company believes that the merger agreement, the merger and the other transactions contemplated by the merger agreement, are fair to, and in the best interests of, the Company's unaffiliated shareholders.

         Our Board of Directors recommends that the shareholders of the Company vote "FOR" the adoption of the merger agreement.

Opinion of PJS

        PJS delivered its opinion to the Special Committee that, as of June 15, 2018 and based upon and subject to the factors and assumptions set forth therein, the $27.50 in cash per share of Company Common Stock to be paid to the shareholders (other than Parent and its affiliates) pursuant to the merger agreement was fair from a financial point of view to such shareholders.

        The full text of the written opinion of PJS, dated June 15, 2018, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Appendix B. PJS provided its opinion for the information and assistance of the Special Committee in connection with its consideration of the merger. The PJS opinion does not constitute a recommendation to any shareholder of the Company as to how any such shareholder should vote on the merger or act on any matter relating to the merger.

        For purposes of its opinion, PJS:

•

reviewed certain publicly available financial statements and other information of the Company;



•

reviewed certain internal financial statements and other financial and operating data concerning the Company prepared and provided to PJS by the management of the Company and approved for PJS's use by the Company;



•

reviewed certain financial projections for the Company prepared and provided to PJS by the management of the Company and approved for PJS's use by the Company (the "Projections");

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•

discussed the past and current operations, financial condition and prospects of the Company with management of the Company;



•

reviewed the reported prices and trading activity of the Company Common Stock;



•

compared the financial performance and condition of the Company and the reported prices and trading activity of the Company Common Stock with that of certain other publicly traded companies that PJS deemed relevant;



•

reviewed publicly available information regarding the financial terms of certain transactions that PJS deemed relevant, in whole or in part, to the merger;



•

participated in certain discussions among management and other representatives of each of Parent and the Company;



•

reviewed a draft of the merger agreement dated June 15, 2018; and



•

performed such other analyses and reviewed such other material and information as PJS deemed appropriate.

        PJS assumed and relied upon the accuracy and completeness of the information reviewed by PJS for the purposes of its opinion and PJS did not assume any responsibility for independent verification of such information and relied on such information being complete and correct. PJS relied on assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information inaccurate or misleading in any respect material to PJS's opinion. With respect to the Projections, PJS assumed that the Projections were reasonably prepared on bases reflecting the best currently available estimates and judgments of the future financial performance of the Company. PJS did not conduct a physical inspection of the facilities or property of the Company. PJS did not assume any responsibility for or perform any independent valuation or appraisal of the assets or liabilities of the Company, nor was PJS furnished with any such valuation or appraisal. Furthermore, PJS did not consider any tax, accounting or legal effects of the merger or transaction structure on any person or entity.

        PJS assumed that the final form of the merger agreement will be substantially the same as the last draft reviewed by PJS and will not vary in any respect material to PJS's analysis. PJS also assumed that the merger will be consummated in accordance with the terms of the merger agreement, without waiver, modification or amendment of any material term, condition or agreement (including, without limitation, the per share merger consideration to be paid to the shareholders of the Company (other than Parent and its affiliates) in the merger) and that, in the course of obtaining the necessary regulatory or third party approvals, consents and releases for the merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company or the contemplated benefits of the merger. PJS further assumed that all representations and warranties set forth in the merger agreement were and will be true and correct as of all the dates made or deemed made and that all parties to the merger agreement will comply with all covenants of such parties thereunder.

        PJS's opinion is necessarily based on economic, market and other conditions as in effect on, and the information made available to PJS as of, June 14, 2018. In particular, PJS does not express any opinion as to the prices at which the Company Common Stock may trade at any future time or as to the impact of the merger on the solvency or viability of the Company, Parent or Merger Sub or the ability of the Company, Parent or Merger Sub to pay their respective obligations when they come due. Furthermore, PJS's opinion does not address the Company's underlying business decision to undertake the merger, and the opinion does not address the relative merits of the merger as compared to any alternative transactions or business strategies that might be available to the Company. PJS's opinion does not address any other aspect or implication of the merger or any other agreement, arrangement

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or understanding entered into in connection with the merger or otherwise except as expressly identified therein. PJS expresses no view as to, and PJS's opinion does not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the merger, or any class of such persons, relative to the per share merger consideration to be paid to the shareholders (other than Parent and its affiliates) pursuant to the merger agreement. The issuance by PJS of its opinion was authorized by PJS's fairness opinion committee.

        The following summarizes the significant financial analyses performed by PJS and provided to, and reviewed with, the Special Committee in connection with the delivery of PJS's opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand PJS's financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of PJS's financial analyses. The following summary, however, does not purport to be a complete description of the financial analyses performed by PJS, nor does the order of analyses described represent relative importance or weight given to those analyses by PJS. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before June 14, 2018, and is not necessarily indicative of current market conditions.

Historical Company Share Trading Analysis

        PJS reviewed the historical trading prices and volumes for the Company Common Stock for the 52-week period ending June 14, 2018. In addition, PJS analyzed the per share merger consideration to be paid to shareholders of the Company pursuant to the merger agreement in relation to, among other things, (i) the closing price per share of Company Common Stock on the Undisturbed Date, the last trading day before the announcement by George Feldenkreis of a proposal to acquire the Company, (ii) the volume weighted average price per share of Company Common Stock for the 90-day period ending on the Undisturbed Date, (iii) the volume weighted average price per share of Company Common Stock for the 60-day period ending on the Undisturbed Date, (iv) the volume weighted average price per share of Company Common Stock for the 30-day period ending on the Undisturbed Date, (v) the highest closing price per share of Company Common Stock for the 52-week period ending on the Undisturbed Date, and (vi) the highest closing price per share of Company Common Stock for the 5-year period ending on the Undisturbed Date.

        This analysis indicated that the per share merger consideration of $27.50 to be paid to shareholders of the Company pursuant to the merger agreement represented:

•

a premium of 21.6% based on the closing price per share of Company Common Stock, as of the Undisturbed Date, of $22.62;



•

a premium of 14.0% based on the volume weighted average price per share of Company Common Stock for the 90-day period ending on the Undisturbed Date, of $24.13;



•

a premium of 11.1% based on the volume weighted average price per share of Company Common Stock for the 60-day period ending on the Undisturbed Date, of $24.75;



•

a premium of 9.4% based on the volume weighted average price per share of Company Common Stock for the 30-day period ending on the Undisturbed Date, of $25.14;



•

a premium of 5.8% based on the highest closing price per share of Company Common Stock for the 52-week period ending on the Undisturbed Date, of $25.99; and



•

a discount of 4.5% based on the highest closing price per share of Company Common Stock for the 5-year period ending on the Undisturbed Date, of $28.80.

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Equity Research Analyst Price Targets

        PJS reviewed selected public market trading price targets for the Company Common Stock prepared and published by four Wall Street research analysts that published or confirmed price targets as of June 14, 2018. PJS reviewed the most recent 12-month price target published by each analyst as of such date. These targets reflect each analyst's estimate of the public market trading price of the Company Common Stock within 12 months from the time the price target was published. As of June 14, 2018, the range of selected equity analyst price targets for the Company Common Stock was from $27.50 to $29.00 per share of Company Common Stock.

        The public market trading price targets published by securities research analysts do not necessarily reflect current market trading prices for the Company Common Stock, and these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions.

Selected Publicly Traded Companies Analysis

        PJS reviewed and compared certain financial information for the Company to corresponding financial information for the following publicly traded corporations in the apparel industry (collectively, the "selected companies"):

•

PVH Corp.;



•

Hanesbrands;



•

Ralph Lauren Corporation;



•

G-III Apparel Group;



•

Oxford Industries; and



•

Delta Apparel.

        Perry Ellis participates in the design, manufacturing, marketing and distribution of branded lifestyle apparel and accessories. The Company is one of the largest apparel companies in the world with a portfolio consisting of nationally and internationally recognized lifestyle brand names. Although none of the selected companies is directly comparable to the Company, the companies included were chosen because they are U.S. domestic, publicly traded companies which engage in a similar business as the Company and with operations that, for purposes of analysis, may be considered similar to certain operations of the Company. When compiling the selected companies, PJS excluded companies which were primarily focused on accessories (e.g., Tapestry and Michael Kors) or active and outdoor apparel (e.g., VF, Under Armour and Columbia Sportswear Company), as well as companies that recognize the majority of their revenues through direct sales at company owned retail locations (e.g., Guess?).

        PJS also calculated and compared various financial multiples for the selected companies and the Company based on historical financial data from publicly available sources, forecasts from Wall Street research available as of June 14, 2018 for the selected companies, and the Projections.

        With respect to the selected companies and the Company, PJS calculated:

•

the enterprise value (which represents the equity value plus book values of total debt, including preferred stock and minority interest, less cash) ("EV") as a multiple of latest twelve months ("LTM") adjusted earnings before interest, tax, depreciation, amortization ("Adjusted EBITDA");



•

EV as a multiple of Adjusted EBITDA for calendar year 2018;

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•

price per share as a multiple of estimated earnings per share ("EPS") for calendar year 2018; and



•

price per share as a multiple of EPS for calendar year 2019.

        The tables below summarize the results of these calculations:

        PJS then used an illustrative range of multiples to calculate a range of implied values for the Company Common Stock based on the Projections, as summarized below. The ranges of multiples used by PJS were chosen by PJS utilizing its professional judgment and experience, taking into account PJS's review of the multiples of the selected companies.

Selected Precedent Transactions Analyses

        PJS analyzed certain publicly available information relating to the following selected transactions in the branded apparel industry for North America-based targets since December 2013, a timeframe that

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PJS believed in its judgement to be representative of the current market environment (collectively, the "selected transactions"):

        Although none of the selected transactions is directly comparable to the merger, the target companies in the selected transactions were North America-based companies in the branded apparel industry that were acquired since December 2013 and therefore had operations that, for the purposes of analysis, may be considered similar to certain of the Company's operations and product candidate profile, and as such, for purposes of analysis, the selected transactions may be considered similar to the merger. PJS did not make any determinations to exclude any transactions that met the criteria described above.

        For each of the selected transactions, PJS calculated and compared the enterprise value implied by the transaction as a multiple of the LTM Adjusted EBITDA of the target. The following tables present the results of this analysis: