Fifth & Pacific Companies, Inc. announced that it has entered into a definitive agreement to sell Lucky Brand Jeans to an affiliate of Leonard Green & Partners, L.P. (LGP) for total consideration of $225 million, with $140 million of the sale price to be paid in cash at closing and the remaining $85 million to be financed in the form of a three year seller note. The seller note can be repaid by LGP at any time prior to the end of its three year term, bears cash interest of $8 million per year, and provides for additional interest of $417 thousand per month, resulting in a $100 million maximum payment obligation at maturity. Further, the note will be secured by a first priority lien on the Lucky Brand trademark and also by a second priority lien on the other assets of Lucky Brand that are expected to be pledged to third party lenders. Under LGP's ownership, Lucky Brand Jeans will also assume the proportionate share of FNP's sourcing contract with Li & Fung in addition to other FNP obligations. This $225 million purchase price reflects a multiple of over 7 times the brand's latest twelve months pro forma adjusted standalone EBITDA (inclusive of corporate costs estimated to run the business on a standalone basis). Consummation of this transaction is subject to customary closing conditions and is expected to occur in the first quarter of 2014.
William L. McComb, Chief Executive Officer of Fifth & Pacific Companies, Inc., said: "It is truly an historic day at Fifth & Pacific Companies - a return to our roots as a mono-brand company. Just as I indicated back on October 7th when we announced the Juicy Couture deal with Authentic Brands Group, the decision to sell Lucky Brand Jeans is the result of a process we began last year - studying our resource allocation needs, our capital structure, and the operating risks and opportunities associated with a multi-brand portfolio. Simply put, it is the outcome of our work to identify the best way to unlock shareholder value. Taken together, the deals we have announced recently related to our divestitures of Juicy Couture and Lucky Brand Jeans result in estimated net proceeds of $370 million to $380 million, which includes the face value of the seller note in today's transaction. The aggregate net proceeds for the two transactions reflect estimated cash restructuring and other transition costs and charges associated with the assignment or termination of leases, severance and other associated operating company transition activities, including estimated costs and charges previously disclosed at the time that the Juicy Couture deal closed."
Mr. McComb concluded: "We believe that by focusing all of our resources on the huge opportunity at Kate Spade, we can deliver the strongest value creation opportunity for our shareholders. This is all about bringing Kate Spade to its full potential. The opportunity we have today is not unlike the opportunity that launched our corporation back in 1976: Kate Spade is a rapidly growing brand, with global appeal and strong margins, offering consumers something more than any of its competitors. We are proud of the transformation our Company has undergone: today we are a leader in digital sales and marketing; we are primarily direct-to-consumer in our channel approach; we are global in reach and focus; and we are more marketing driven than we have ever been as a company. But most importantly, we are focused, and with each passing phase of our transformation, we have become more and more focused on realizing this value creation opportunity. We will provide financial guidance for the 2014 fiscal year in early January, at which time we will have more to say about the year ahead."
At closing, Fifth & Pacific Companies will enter into a Transition Services Agreement (TSA) with Lucky Brand Jeans in order to support the transferred business while the new owner creates a standalone infrastructure. The TSA is expected to span up to 24 months. Our administrative office will continue to operate in North Bergen, New Jersey, where the majority of employees will continue employment with either Kate Spade or Lucky Brand Jeans.
Centerview Partners and Perella Weinberg Partners advised Fifth & Pacific Companies, Inc. on this transaction. Paul, Weiss, Rifkind, Wharton & Garrison LLP was FNP's legal advisor. Latham & Watkins LLP was LGP's legal advisor.
The Company will sponsor a conference call at 10:00 am eastern time today to discuss this morning's announcement. The dial-in number is (888) 694-4676 with pass code 21708650.
About Fifth & Pacific Companies, Inc.
Fifth & Pacific Companies, Inc. designs and markets a portfolio of retail-based, premium, global lifestyle brands including Kate Spade and Lucky Brand. In addition, the Adelington Design Group, a Private brand jewelry design and development group, markets brands through department stores and serves jcpenney via exclusive supplier agreements for the Liz Claiborne and Monet jewelry lines. In November 2013, the Company completed the sale of the Juicy Couture intellectual property to Authentic Brands Group (ABG) and is working under a license from ABG as the Company transitions and winds down the Juicy Couture business through 2014. The Company also has a license for the Liz Claiborne New York brand, available at QVC and Lizwear, which is distributed through the club store channel. Visit www.fifthandpacific.com for more information.
About Leonard Green & Partners, L.P.
Leonard Green & Partners, L.P. is one of the nation's preeminent Private equity firms with over $15 billion of Private equity capital raised since inception. Founded in 1989, the firm has invested in 69 companies with aggregate value of $74 billion in the form of traditional buyouts, going-private transactions, recapitalizations, growth capital investments, corporate carve-outs and selective public equity and debt positions. Based in Los Angeles, California, LGP invests in established companies that are leaders in their markets. For more information, please visit www.leonardgreen.com.
