Check out the Shaq deal with Authentic Brands Group, he basically gets 4 million common shares of the company if they IPO. He also took out a loan on $13 million which needs to be paid back by the need of 2021 or gets held his common shares. He also has a PR deal for 1.8 million which looks like a marketing deal to have him work with the company. When you look at it all, he doesn't not own Forever 21.
Shaq Sellers Loan
Related to the acquisition of the Shaquille O’ Neal brand (“Shaq Brand”) in 2015, the Company granted a loan to the sellers of the brand (“Shaq Sellers”) of $13.4 million which is payable on December 31, 2021 and bears interest at 1.7% per annum. Under the provisions of the related purchase agreement, the balance of the Shaq Sellers Loan can be applied against any amount due upon Shaq Seller’s exercise of their put right or the Company exercise of its call right related to certain membership units held by the Shaq Seller (“Shaq Eligible Units”). On September 27, 2017, the Company and the Shaq Sellers entered into a Partial Redemption Agreement whereby the Shaq Eligible Units (See Note 13) will be redeemed by applying the balance of the Shaq Sellers Loan on December 17, 2021. As of December 31, 2019 and 2020, the loan balance of $13.4 million was presented as a reduction of the Shaq Eligible Units (See Note 13).
Redeemable Members’ Equity
On December 17, 2015, the Company issued 4,413,666 common units as part of its acquisition of the Shaq Brand. Pursuant to the Membership Interest Purchase Agreement (“MIPA”), the common units issued include 1,544,783 Shaq Eligible Units which are subject to a put right whereby the Shaq Sellers can put these Shaq Eligible Units, in full or partially for an amount equal to $12.0 million or the then current fair market value of the Shaq Eligible Units but not to exceed $14.1 million commencing on December 17, 2016 until December 17, 2020. The Company also has a call right with respect to the Shaq Eligible Units which can be exercised upon the earlier of a) consummation of a Sale Transaction as defined in the MIPA, b) December 17, 2016 until December 17, 2020 and c) 30 days after the partial exercise by the Shaq Sellers of the put right. Pursuant to the call right provisions, the Company can require the Shaq Sellers to sell the Shaq Eligible Units at amount equal to $14.1 million. The MIPA also provides that upon exercise of the put right by the Shaq Sellers or the call right by the Company, either party may elect, in lieu of the Company paying any amounts required under the put or call exercise, to have any amounts due applied against the outstanding Shaq Sellers Loan (See Note 7).
Under relevant accounting guidance, ownership interests which include features that permits the holders, at their option, to deliver their outstanding interests to the Company in exchange for cash is considered redeemable equity. The Shaq Eligible Units are presented in the mezzanine section (between liabilities and equity) in the Consolidated Balance Sheets and is referred to as Redeemable members’ equity, which will be subject to revaluation at each balance sheet date to reflect its maximum redemption amount. Pursuant to the MIPA, the Shaq Sellers Loan (See Note 7) can be applied to the Shaq Eligible Units upon exercise of the put or call rights. On September 27, 2017, the Company and the Shaq Sellers entered into a Partial Redemption Agreement whereby the Shaq Eligible Units will be redeemed by applying the balance of the Shaq Sellers Loan on December 17, 2021. As of December 31, 2019 and 2020, balance of Shaq Sellers Loan of $13.4 million, was presented as an offset to the Redeemable Members’ Equity.
Transactions with Certain Members—Consultant Agreement with PRP and Parrithon
The Company has a consultant agreement with PR Partners, Inc. and Parrithon, Inc. (“Shaq Consultants”), members of the Company, pursuant to which they provide the Company services related to sourcing and negotiating agreements for the exploitation of the Shaq brand and other brands owned by the Company, liaising with Shaquille O’Neal and assisting in the oversight and management of the Shaquille O’Neal business and other similar services as requested by the Company. As compensation, the Shaq Consultants receive a percentage of the net revenues (as defined) generated by the related brands. For the years ended December 31, 2019 and 2020, the consultant fees earned by the Shaq Consultants amounted to $1.7 million and $1.8 million, respectively, and are included in General and administrative expenses in the Consolidated Statements of Operations.