On October 1, 2026, Samsonite Group closed its purchase of BÉIS, the Los Angeles travel-and-lifestyle brand founded by Shay Mitchell. The Hong Kong closing announcement is blunt: "Closing took place on October 1, 2026. Upon Closing, BÉIS became an indirect, 85%-owned subsidiary of the Company." Home Beis kept 15% as rollover equity.
Eighty-five percent is the headline. The devil is in the other fifteen. Mitchell's vehicle, Home Beis, kept that slice as "Rollover Units," with a put and a call that open only after year three. The second payday rides on a metric Samsonite calls "variable contribution." If you are selling a brand and keeping a piece, read this clause before you cheer.
Takeaway #1: The put can split. The call takes all.
FROM THE CONTRACT
"Home Beis has the right to exercise the Put Option to require Beis to purchase the Rollover Units (representing 15% of the outstanding membership interests in Beis) from Home Beis in up to two tranches; and ... Beis has the right to exercise the Call Option to require Home Beis to sell all of the Rollover Units to Beis."
What it means for you. The Aug 13 HKEX filing says the Purchaser agreed to buy the "Acquired Interests (representing 85% of the outstanding membership interests in Beis)" for "a cash consideration of US$178.5 million, subject to certain adjustments," at "a total enterprise value of Beis of approximately US$210 million on a cash-free, debt-free basis." The Sellers (plural) sold that 85%. Home Beis is "one of the Sellers that is retaining approximately half of its existing membership interests," and "Home Beis is owned by Ms. Shay Mitchell." She stays on as "Founder and Head of Creative and Design." The put and call open only after the third anniversary of closing, Oct 1, 2029. Then Home Beis can put in up to two tranches; Beis can call all of it at once.
Your move. Founders: map who can force a sale, when, and in how many bites. Put trancheability and call scope in the operating agreement you sign at closing, not a side email.
Takeaway #2: The second payday is a formula, not a promise
FROM THE CONTRACT
"The price payable in connection with the acquisition by Beis of the Rollover Units from Home Beis pursuant to any exercise of the Put Option or the Call Option (as the case may be) will be determined based on a multiple of the variable contribution of Beis, being the net sales from the sale of products by Beis less certain costs and expenses attributable to such net sales for the period of four consecutive fiscal quarters ending on the last day of the most recently ended fiscal quarter of Beis preceding the date of delivery of the exercise notice for the Put Option or the Call Option (as the case may be)."
What it means for you. This is earnout logic without the word "earnout." The exit price for the 15% depends on "variable contribution" (net sales minus certain costs) over the four fiscal quarters before the exercise notice, while Samsonite already owns 85%. The price for the 85% also gets a cash, debt and working-capital true-up "within 90 calendar days after Closing." The filing doesn't publish the multiple, the cost list, who calculates it, or how disputes get settled. Those details move the price. It also doesn't say Home Beis or Mitchell personally received US$178.5 million — that figure is the Sellers' cash for the Acquired Interests, subject to adjustments.
Your move. Sellers: define the metric with a worked example, list every deductible cost, fix the accounting principles, and get information rights plus an independent-accountant path before you sign. Buyers want the same clarity, because a fuzzy "variable contribution" line is a future fight.
Sample wording (our illustration): "Variable Contribution means Net Sales minus the Cost Schedule attached as Exhibit VC, calculated under the Accounting Principles for the four Fiscal Quarters ending immediately before the Exercise Notice."
And always remember, don't sign it till you read it, my friends.
General information, not legal or tax advice. Reading this doesn't create an attorney-client relationship. Deal terms vary, so get advice on your own deal.
