The Talbots, Inc. (NYSE:TLB) and BPW Acquisition Corp. (“BPW”)
(AMEX: BPW) today jointly announced the closing of Talbots
acquisition of BPW.
In addition to the closing of the BPW acquisition, Talbots also
successfully completed its previously announced related
transactions which include: (i) the repurchase of approximately
29.9 million shares held by Talbots former majority stockholder,
Aeon (U.S.A.), Inc.; (ii) the repayment of all outstanding debt to
Aeon totaling approximately $486.5 million plus accrued interest
and other costs; and (iii) a new up to $200 million senior secured
revolving credit facility arranged by GE Capital Markets and
agented by GE Capital, Corporate Retail Finance.
“We are delighted to welcome BPW shareholders and
warrantholders, and appreciate their support throughout this
process,” said Trudy F. Sullivan, Talbots President and Chief
Executive Officer. “The completion of this merger and related
transactions marks an important milestone for Talbots. With an
improved financial foundation and capital structure in place, we
believe we are well-positioned for future growth and value-creation
for all our stakeholders.”
Gary S. Barancik, Chief Executive Officer of BPW, said, “We are
pleased by the outcome of this transaction, and we thank BPW
shareholders and warrantholders for their endorsement of this
opportunity to participate in a company positioned for long-term
profitable growth.”
The exchange ratio for the merger transaction is 0.9853 Talbots
shares per each BPW share. As a result approximately 38,633,657
Talbots shares will be issued to BPW shareholders in the
merger.
As previously announced, Talbots also completed its offer to
exchange BPW warrants for Talbots shares or warrants to acquire
Talbots shares. Based on the preliminary results of the elections
and subject to confirmation of the validity of elections made in
the exchange offer and final proration calculations, the aggregate
exchange offer consideration currently estimated to be paid to
participating BPW warrantholders consists of 2,845,199 Talbots
shares and 17,242,750 warrants to acquire Talbots shares. This is
based on preliminary elections to receive warrants to acquire
Talbots shares in respect of 30,562,093 public BPW warrants, and
elections to receive Talbots shares in respect of 1,037,907 public
BPW warrants. Based on the merger exchange ratio of 0.9853 Talbots
shares per each BPW share, the newly issued warrants to acquire
Talbots shares will have an exercise price of $14.85 per Talbots
share. The final results of the elections and proration
calculations are expected to be announced on or about Friday, April
9, 2010.
As a result of these transactions, shares of BPW will cease
trading on the American Stock Exchange effective prior to the open
of trading on Thursday, April 8, 2010.
Net proceeds to Talbots from the BPW merger of approximately
$333.1 million, combined with a drawdown of $125 million under the
GE senior secured revolving credit facility, were used to pay in
full all outstanding indebtedness to Aeon.
At the close of the transactions, Talbots total common shares
outstanding are approximately 67.7 million, reflecting the shares
of Talbots common stock issued to BPW shareholders and
warrantholders and the repurchase of all Aeon’s approximately 29.9
million Talbots shares.
Dewey & LeBoeuf LLP represented the independent Audit
Committee of the Talbots Board of Directors. Day Pitney LLP and
Paul, Weiss, Rifkind, Wharton & Garrison LLP represented
Talbots. Wachtell, Lipton, Rosen & Katz and Akin Gump Strauss
Hauer & Feld LLP represented BPW.
Barclays Capital and Perella Weinberg Partners LP were financial
advisors to the independent Audit Committee of the Talbots Board of
Directors.
Computershare has been retained as the Company’s exchange agent.
Please contact Computershare directly by calling 1-800-546-5141 or
in writing c/o shareholder services, 250 Royall Street, Canton, MA
02021 with questions regarding the exchange of warrants and/or
common shares.
About The Talbots, Inc.
The Talbots, Inc. is a leading specialty retailer and direct
marketer of women’s apparel, shoes and accessories. At the end of
fiscal 2009, the Company operated 580 Talbots brand stores in 46
states, the District of Columbia, and Canada. Talbots brand on-line
shopping site is located at www.talbots.com.
About BPW Acquisition Corp.
BPW Acquisition Corp. is a special purpose acquisition company
formed in 2008 for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
other similar business combination with one or more operating
businesses.
Cautionary Statement and Certain Risk Factors to
Consider
In addition to the information set forth in this press release,
you should carefully consider the risk factors and risks and
uncertainties included in the Company’s Annual Report on Form 10-K
and Quarterly Reports on Form 10-Q, as well as in this press
release below.
This press release contains forward-looking information. These
statements may be identified by such forward-looking terminology as
“expect,” “achieve,” “plan,” “look,” “believe,” “anticipate,”
“outlook,” “will,” “would,” “should,” “potential,” or similar
statements or variations of such terms. All of the information
concerning our outlook, future liquidity, future financial
performance and results, future credit facilities and availability,
future cash flows and cash needs, and other future financial
performance or financial position, as well as our assumptions
underlying such information, constitute forward-looking
information. Our forward looking statements are based on a series
of expectations, assumptions, estimates and projections about the
Company, are not guarantees of future results or performance, and
involve substantial risks and uncertainty, including assumptions
and projections concerning our liquidity, internal plan,
regular-price and markdown selling, operating cash flows, and
credit availability for all forward periods. Our business and our
forward-looking statements involve substantial known and unknown
risks and uncertainties, including the following risks and
uncertainties:
- the continuing material impact
of the deterioration in the U.S. economic environment on our
business, continuing operations, liquidity, financing plans and
financial results, including substantial negative impact on
consumer discretionary spending and consumer confidence,
substantial loss of household wealth and savings, the disruption
and significant tightening in the U.S. credit and lending markets,
and potential long-term unemployment levels;
- satisfaction of all borrowing
conditions under our credit facilities including accuracy of all
representations and warranties, no events of default, and all other
borrowing conditions;
- any lack of sufficiency of
available cash flows and other internal cash resources to satisfy
all future operating needs and other cash requirements;
- ability to access on
satisfactory terms, or at all, adequate financing and sources of
liquidity necessary to fund our business and continuing operations
and to obtain further increases in our credit facilities as may be
needed from time to time;
- the success and customer
acceptance of our new merchandise offerings ;
- risks associated with our
appointment of an exclusive global merchandise buying agent, the
anticipated benefits and cost savings from this arrangement may not
be realized or may take longer to realize than expected and the
risk that upon any cessation of the relationship, for any reason,
we would be unable to successfully transition to an internal or
other external sourcing function;
- ability to continue to purchase
merchandise on open account purchase terms at existing or future
expected levels and with acceptable payment terms and the risk that
suppliers could require earlier or immediate payment or other
security due to any payment concerns;
- risks and uncertainties in
connection with any need to source merchandise from alternate
vendors;
- any disruption in our supply of
merchandise;
- ability to successfully execute,
fund, and achieve supply chain initiatives, anticipated lower
inventory levels, cost reductions, and other initiatives;
- the risk that anticipated
benefits from the sale of the J. Jill brand business may not be
realized or may take longer to realize than expected, and the risk
that estimated or anticipated costs, charges and liabilities to
settle and complete the transition and exit from and disposal of
the J. Jill brand business, including both retained obligations and
contingent risk for assigned obligations, may materially differ
from or be materially greater than anticipated;
- future store closings and
success of and necessary funding for closing underperforming
stores;
- ability to reduce spending as
needed;
- ability to achieve our 2010
financial plan for operating results, working capital and cash
flows;
- any negative publicity
concerning the specialty retail business in general or our business
in particular;
- ability to accurately estimate
and forecast future regular-price and markdown selling, operating
cash flows and other future financial results and financial
position;
- risk of impairment of goodwill
and other intangible and long-lived assets;
- the impact of the deterioration
in investment return and net asset values in the capital markets
and the impact on increased expense and funding for pension and
other postretirement obligations; and
- risks and uncertainties
associated with the outcome of litigation, claims and proceedings
and risk that actual liabilities, assessments and financial or
business impact will exceed any estimated, accrued or expected
amounts or outcomes.
All of our forward-looking statements are as of the date of this
press release only. In each case, actual results may differ
materially from such forward-looking information. The Company can
give no assurance that such expectations or forward-looking
statements will prove to be correct. An occurrence of or any
material adverse change in one or more of the risk factors or risks
and uncertainties referred to in this press release or included in
our periodic reports filed with the Securities and Exchange
Commission could materially and adversely affect our continuing
operations and our future financial results, cash flows, prospects,
and liquidity. Except as required by law, the Company does not
undertake or plan to update or revise any such forward-looking
statements to reflect actual results, changes in plans,
assumptions, estimates or projections, or other circumstances
affecting such forward-looking statements occurring after the date
of this release, even if such results, changes or circumstances
make it clear that any forward-looking information will not be
realized. Any public statements or disclosures by us following this
release which modify or impact any of the forward-looking
statements contained in this release will be deemed to modify or
supersede such statements in this release.
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