Boards for Genesco Inc. and The Finish Line Inc. approved a definitive agreement to terminate their merger agreement and all related litigation with units of investment bank UBS in a deal that will leave Genesco $200 million richer by the end of business Friday.
The terms of the settlement agreement are as follows:
- The $1.5 billion merger agreement between Genesco and Finish Line will terminated; the financing commitment from UBS to Finish Line will be terminated.
- UBS will pay $136 million in cash to Genesco, while FINL will pay $39 million in cash for a total of $175 million in cash. Both payments are due by close of business Friday.
- FINL will issue Genesco 6.5 million shares of to-be-issued Class A shares of its common stock, or what will be a 12.0% stake in the company, by close of day Friday.
- Genesco will distribute that FINL stock, worth roughly $25 million at Tuesday's prices, to its shareholders as soon as practicable.
- Genesco and Finish Line have agreed to a mutual three-year standstill agreement in which neither company will seek to acquire ownership interest in the other party, or try to influence the management, boards of directors or policies of the other party or work with third parties to do so.