Drake’s OVO Faces Unpaid C$5 Million Claim Detailed by A.R.I. Before Sale to Authentic Brands Group and Vince (Nasdaq: VNCE)

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391-page Ontario court filing documents A.R.I.’s information and Change-of-Control rights; A.R.I. says OVO did not disclose negotiations before the sale was announced

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TAMPA, Fla. — Two weeks before Authentic Brands Group and Vince Holding Corp. (Nasdaq: VNCE) publicly announced the purchase of the intellectual property and operating business associated with Drake’s October’s Very Own (“OVO”), a lender to OVO—A.R.I. OVO Growth Capital I, LLC (“A.R.I.”), which provided financing through the purchase of convertible promissory notes (the “Notes”)—filed a 391-page Motion Record in the Ontario Superior Court of Justice (Commercial List) in Toronto.

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The Motion Record, dated August 10 and accepted for filing on August 13, states that A.R.I. calculated C$5,037,977 in unpaid contractual obligations owing by OVO as of July 31, 2026, with additional amounts continuing to accrue.

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On August 27, Authentic Brands Group, led by Canadian businessman and reported billionaire Jamie Salter, its Founder and Executive Chairman, announced that it had acquired a 51% interest in the entity holding OVO’s intellectual property. Canadian entertainer and OVO co-founder Aubrey “Drake” Graham owns 44%, and Vince owns the remaining 5%.

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Authentic Brands Group is a privately held company backed by prominent institutional investors. In a previous public announcement, the company identified General Atlantic, BlackRock, CVC Capital Partners, HPS Investment Partners, Leonard Green & Partners, Simon Property Group, and Brookfield among its significant shareholders. The company also reported that General Atlantic’s latest US$500 million investment brought that firm’s total investment in Authentic Brands Group to nearly US$2 billion at the time.

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Vince, led by CEO Brendan Hoffman, separately announced that it had acquired OVO’s existing operating companies, assets and liabilities, 12 retail stores and e-commerce platform.

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The Asset and Equity Purchase Agreement, dated August 24 and filed with the Securities and Exchange Commission (SEC), assigned a stated purchase price of US$117,647,058.82 to OVO’s intellectual-property assets and separate aggregate consideration of US$3.00 for the purchased equity of OVO’s three operating companies in Canada, the United States and the United Kingdom.

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A.R.I.’s Claim Was Already in Litigation Before OVO’s Transaction

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By the time OVO’s transaction closed on August 24, A.R.I.’s claim for millions of dollars in unpaid contractual obligations had been the subject of litigation for more than two months and was documented in court records filed in both British Columbia and Ontario.

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On June 11, A.R.I. commenced a lawsuit against OVO in the Supreme Court of British Columbia. A.R.I.’s claim calculated that at least C$4,609,455.72 remained unpaid, with additional amounts continuing to accrue. (British Columbia Notice of Civil Claim, paragraphs 9 and 73–75) A.R.I.’s Ontario Motion Record (available as an accompanying supplement) was subsequently accepted for filing on August 13—two weeks before the OVO transaction was announced. The Motion Record states that A.R.I. calculated C$5,037,977 in outstanding obligations as of July 31, including amounts claimed for the Make Whole Fee, interest, default interest, legal and professional fees, and lender expenses. (Ontario Affidavit, paragraphs 142–145; Exhibit Z) A.R.I. Says OVO Never Disclosed the Transaction with Authentic Brands Group and Vince A.R.I. states that OVO did not inform it about the negotiations with Authentic Brands Group and Vince. According to A.R.I., it learned of the completed transaction through the August 27 public announcement—three days after it had reportedly closed.

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Under the terms of their financing agreements, A.R.I. held strict information rights requiring OVO to disclose details regarding its financial condition, business, prospects and corporate affairs.

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A.R.I.’s February 27 Default Notice also identified earlier alleged failures by OVO to provide required financial statements, compliance certificates and other information. (Ontario Affidavit, paragraphs 79, 81 and 102–107; Exhibits L, Q and R) A.R.I.’s Rights in the Event of OVO’s Acquisition The filed agreements also outline A.R.I.’s specific protections in the event that OVO was acquired before the Notes were converted or repaid.

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Under the applicable Change-of-Controlprovision, A.R.I. could elect either to convert its investment into OVO equity at a 20% discount or receive a cash payment equal to 1.4 times its original principal—representing a 40% premium—during the relevant period. (Ontario Affidavit, paragraphs 75–81; Exhibit L) The Make Whole Was Negotiated Before A.R.I. Invested—Not Imposed as a Default Penalty A.R.I.’s Ontario filing (available as an accompanying supplement) explains that A.R.I. and OVO negotiated a Make Whole Fee before A.R.I. invested. A Make Whole is a contractual provision used in many financing agreements that is designed to provide an investor with a specified minimum return under defined circumstances. In this instance, it was part of the original economic bargain between A.R.I. and OVO—not added later as a fine or penalty for OVO’s defaults. (Ontario Affidavit, paragraphs 85–100) Before A.R.I. advanced the funds to OVO, the final Term Sheet executed by OVO CEO Derek “Drex” Jancar provided:

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The definitive Convertible Note Agreements subsequently defined the Make Whole Fee as the additional amount required to produce an aggregate internal rate of return of at least 15%. (Ontario Affidavit, paragraphs 90–100) The five-year Convertible Notes paid 10% interest and were unsecured. By comparison, A.R.I.’s separate senior secured loan paid 12.5% interest and was collateralized by OVO intellectual property, including rights relating to the October’s Very Own name and owl logo.