J.Crew inked an acquisition deal with TPG Capital and Leonard Green & Partners L.P. valued at $3 billion. Millard Drexler will continue as Chairman and CEO and maintain a significant equity investment in J.Crew.
Under the terms of the agreement, holders of the outstanding common shares of J.Crew will receive $43.50 per share in cash, or a total of approximately $3.0 billion. The price represents a premium of 29% to J.Crew's average closing share price over the last month.
A Special Committee of the J.Crew Board of Directors, comprised of four independent directors, and advised by independent financial and legal advisors, negotiated the transaction and recommended it to the full Board. The agreement was approved by the full Board other than James Coulter, a partner of TPG Capital, and Millard Drexler, who recused themselves from the vote.
Millard Drexler, J.Crew Chairman and CEO, said, “I am pleased to announce this agreement as it delivers significant value to our shareholders. In addition, it is a clear endorsement of J.Crew and of the hard work and commitment of each and every one of our associates. As I have always said, we are in this for the long term and we do what we do day in and day out so we can deliver the best possible products to our customers. TPG Capital, with whom we have a long working relationship, along with Leonard Green & Partners, are both well respected private investment firms whose substantial resources and experience will enable us to invest in our future growth. I am excited to be partnering with TPG Capital and Leonard Green & Partners on this transaction and that our management team, including our President Jenna Lyons, will continue to work towards our future.”
Carrie Wheeler, Partner of TPG Capital, stated: “We are proud of our 13-year history with J.Crew since our investment in the company in 1997 and the success it has achieved during our partnership with Mickey. With his leadership, combined with the support of TPG Capital and Leonard Green & Partners, the Company will be well positioned for the long term. We are looking forward to working with Mickey and his exceptional team and are excited by the prospect of continuing to expand the business.”
Jonathan Sokoloff, Managing Partner of Leonard Green & Partners, said: “J.Crew occupies a distinctive space in fashion retail and we are very pleased to partner with Mickey and TPG Capital for the next chapter of the Company's growth. J.Crew's strong brand equity and proven multichannel strategy position the Company extremely well to expand its business, both in the U.S. and internationally.”
Josh Weston, Chairman of the Special Committee of the J.Crew Board of Directors, stated: “After a thorough assessment, based on independent financial and legal advice, we concluded this transaction will maximize value for shareholders. We are also pleased to have successfully negotiated for J.Crew's public shareholders a robust 'go-shop' provision that extends beyond the holiday season.”
The investor group has secured committed financing from Bank of America Merrill Lynch and Goldman Sachs Bank USA.
The agreement permits the Special Committee to solicit, receive, evaluate and enter into negotiations with respect to alternative proposals through January 15, 2011. The Special Committee, with the assistance of its independent advisors, will actively solicit alternative proposals during this period. If there is no superior offer, the transaction is expected to close in the first half of fiscal 2011, subject to customary approvals and closing conditions.
Completion of the transaction also requires approval by a majority of the outstanding J.Crew shares.
Los-Angeles-based Leonard Green & Partners has retail investments in several companies, including The Sports Authority, Neiman Marcus Group and David's Bridal. TPG Capital, which also counts Neiman Marcus in its investment portfolio, has offices in San Francisco, Beijing, Fort Worth, Hong Kong, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, Paris, Shanghai, Singapore and Tokyo. The company has been a J.Crew investor since 1997.