Restoration Hardware Completes Sale to Catterton Partners
June 17 2008 - 6:17PM
PR Newswire (US)
Tower Three Partners Joins Catterton with Equity Investment CORTE
MADERA, Calif., June 17 /PRNewswire/ -- Restoration Hardware, Inc.
today announced that the acquisition of the Company by a group of
investors including Catterton Partners and Gary Friedman, the
Company's Chairman, President and Chief Executive Officer, has been
completed. Under the terms of the merger agreement, which was
approved by shareholders on June 12, 2008, all of the outstanding
shares of common stock of Restoration Hardware, other than those
exchanged by certain shareholders participating with Catterton
Partners in the transaction, will receive $4.50 per share in cash.
In connection with the closing, Restoration Hardware and Catterton
Partners also announced that Tower Three Partners LLC, an
operationally focused private equity firm, has made an equity
investment in the Company. Tower Three's investment is
approximately equal to the investment made by Catterton. Together,
Catterton and Tower Three will have a controlling equity interest
in the Company. "We are pleased to announce the successful closing
of this transaction and the investment by Tower Three," said Mr.
Friedman. "With Tower Three's investment, we will gain access to a
team of professionals with a proven track record of building
operational excellence. Combined with Catterton's expertise in
developing and growing leading consumer brands, I believe this
partnership will greatly benefit Restoration Hardware's
stakeholders, customers, and team members." "With a leading brand,
management team and multi-channel operating platform, Restoration
Hardware has a solid foundation in place," said Bill Forrest,
Founding Partner of Tower Three. "We look forward to working with
Catterton Partners and Gary's leadership team to capitalize on
these strengths and drive sustainable growth and profitability."
"We have great respect for the principals of Tower Three, having
worked and invested along side them for over a decade," said J.
Michael Chu, Managing Partner of Catterton Partners. "We are
delighted to partner with Tower Three's principals and the
Restoration Hardware team to grow and further develop one of the
leading brands in home furnishings." As a result of the acquisition
closing, Restoration Hardware's common stock will cease trading on
NASDAQ prior to the opening of the market on June 18, 2008, and
will no longer be listed on NASDAQ. Shareholders who hold shares
through a bank or broker will not have to take any action to have
their shares converted into cash, since these conversions will be
handled by the bank or broker. Shareholders who hold certificates
can exchange their certificates for $4.50 per share in cash,
without interest, through Restoration Hardware's paying agent,
Computershare. Computershare will be mailing out instructions to
registered shareholders in the next few days regarding specific
actions they will need to take to exchange their shares for the
cash consideration. In addition, under the terms of the previously
announced preliminary settlement of shareholder litigation, holders
of common stock as of the date of the closing of the merger will
also be entitled to receive a payment from a shareholder common
fund in the amount of approximately $0.10 to $0.13 per share.
Certain shareholders including those participating with Catterton
Partners in the transaction and those who are also directors of
Restoration Hardware will not be entitled to receive payment from
the shareholder common fund. The exact payout per share of common
stock will depend upon various factors including the amount of
attorneys' fees and expenses deducted from the common fund. About
Restoration Hardware Restoration Hardware, Inc. is a specialty
retailer of high quality home furnishings, bath fixtures and
bathware, functional and decorative hardware, gifts and related
merchandise that reflects the Company's classic and authentic
American point of view. Restoration Hardware sells its merchandise
offering through its retail stores, catalog (800-762-1005) and
on-line at http://www.restorationhardware.com/ and
http://www.rhbabyandchild.com/. The Company currently operates 100
retail stores and 10 outlet stores in 30 states, the District of
Columbia and Canada. About Tower Three Partners Tower Three
Partners LLC is an operationally focused private equity firm formed
to make a concentrated number of control investments in businesses
in transition. Tower Three targets middle market companies across
all business sectors that are currently experiencing operational or
sector challenges. Tower Three looks for situations where it can
leverage the expertise of its senior professionals in implementing
operational and financial improvements. The firm's average
investment size ranges from approximately $75 million to $150
million. About Catterton Partners With more than $2.3 billion under
management, Catterton Partners is a leading private equity firm in
the U.S. focused exclusively on the consumer industry. Since its
founding in 1990, Catterton has leveraged its investment capital,
strategic and operating skills, and network of industry contacts to
establish one of the strongest investment track records in the
consumer industry. Catterton invests in all major consumer
segments, including Food and Beverage, Retail and Restaurants,
Consumer Products and Services, and Media and Marketing Services.
Catterton has led investments in companies such as Breyers Yogurt,
Wellness Pet Food, The Worth Collection, Build-A-Bear Workshop,
Cheddar's Restaurants, P.F. Chang's China Bistro, Baja Fresh
Mexican Grill, Frederic Fekkai, Kettle Foods, Farley's and Sathers
Candy, Odwalla and Heartland Recreational Vehicles. More
information about the firm can be found at
http://www.cpequity.com/. Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995 This release contains
forward-looking statements that involve known and unknown risks.
Such forward-looking statements include, without limitation,
statements regarding the benefits of the completed transaction and
future performance of Restoration Hardware and statements
containing words such as "likely" or "expects" and words of similar
import or statements of management's opinion. There are a number of
risks and uncertainties that could cause actual results to differ
materially from these forward-looking statements, including that
Restoration Hardware may be adversely affected by unexpected costs
of the transaction or by other economic, business and/or
competitive factors. Additional factors that may affect the future
results of Restoration Hardware are set forth in its filings with
the Securities and Exchange Commission, including its recent
filings on Forms 10-K, 10-Q and 8-K, including, but not limited to,
those described in Restoration Hardware's Form 10-Q for the fiscal
quarter ended May 3, 2008, in Part I, Item 2 thereof ("Management's
Discussion and Analysis of Financial Condition and Results of
Operations"), in Part I, Item 4 thereof ("Controls and
Procedures"), and in Part II, Item 1A thereof ("Risk Factors").
Unless required by law, Restoration Hardware undertakes no
obligation to publicly update or revise any forward- looking
statements, whether as a result of new information, future events
or otherwise. Contacts Restoration Hardware Catterton Partners
Tower Three Chris Newman Eric Brielmann, Andrea Salas Partners
Chief Financial Officer and Joele Frank, Bill Forrest 415-945-4530
Wilkinson Brimmer Katcher Partner 212-355-4449 203-485-5800
DATASOURCE: Restoration Hardware, Inc. CONTACT: Chris Newman, Chief
Financial Officer of Restoration Hardware, Inc., +1-415-945-4530;
or Eric Brielmann, or Andrea Salas, or Joele Frank, all of
Wilkinson Brimmer Katcher, +1-212-355-4449, for Catterton Partners;
or Bill Forrest, Partner of Tower Three Partners, +1-203-485-5800
Web site: http://www.restorationhardware.com/
http://www.rhbabyandchild.com/ http://www.cpequity.com/
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