Orchard Brands to be acquired by Capmark Financial Group, Inc.
28 May 2015 - 10:26AM
Business Wire
- Capmark acquires Orchard Brands for $410
million
- Combined Company with LTM Sales Exceeding
$2.1 Billion
Orchard Brands Corp. (“Orchard Brands”), a leading multichannel
retailer of apparel and home products focused on serving women and
men above the age of 50, today announced that the company has
reached a definitive agreement to be acquired by Capmark Financial
Group Inc. (“Capmark”). Under the terms of the transaction, Capmark
will acquire Orchard Brands for approximately $410 million in cash,
subject to various pre- and post-closing adjustments. The
acquisition will be funded with a combination of cash on-hand, a
new term debt syndication, and a new asset-based lending
facility.
Steve Nave, Capmark’s President and Chief Executive Officer,
commented: "This transaction joins two strong and highly
complementary organizations and management teams. The Orchard
portfolio of brands provides us with the opportunity to serve a new
customer base and deepen our private-label merchandise design and
sourcing expertise, which fits nicely into the theme of our
company’s long-term strategic plan."
Jim Fogarty, Chief Executive Officer of Orchard Brands,
commented, "I am very proud of what the Orchard Brands team has
accomplished and confident that combining with Capmark is a great
next step for Orchard. The transaction will place Orchard Brands
into a large organization with a diversified portfolio of brands, a
strong combined operating platform, and a powerful financial base.
The transaction is wonderfully synergistic, with Bluestem bringing
strong expertise in consumer finance and hard goods to our brand
teams, and our Orchard teams bringing strong expertise in
designing, sourcing and selling women’s and men’s apparel to the
Bluestem brand teams. Together Bluestem and Orchard Brands will
prove an incredibly strong direct to consumer platform."
The transaction, which has been approved by the Boards of
Directors of both companies, is expected to close in the third
quarter of 2015, subject to customary closing conditions,
including, among other things, the expiration or early termination
of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust
Improvements Act of 1976 and completion of transaction
financing.
Orchard is being advised by its financial advisor Goldman Sachs
and by its counsel Schulte Roth & Zabel. Capmark is being
advised by its financial adviser Morgan Stanley & Co. LLC and
by its counsels Akin Gump Strauss Hauer & Feld LLP and Faegre
Baker Daniels LLP.
About Orchard Brands®
Orchard Brands is a national multi-channel direct marketer
offering apparel, accessories, and home products for women and men
principally in the rapidly growing and underserved boomer and
senior demographic. The Orchard Brands portfolio includes Blair,
Haband, Norm Thompson, Solutions, Sahalie, Gold Violin,
Appleseed’s, Tog Shop, LinenSource, Draper’s & Damon’s, Old
Pueblo Traders, Bedford Fair and WinterSilks. Orchard distributes
more than 500 million catalogs and mailers annually, operates
internet sites for each of our brands (including a universal web
cart), and operates 30 retail stores. Orchard Brands reported net
sales in 2014 of $1 billion. For more information, please visit
http://www.orchardbrands.com.
About Capmark®
Capmark Financial Group Inc. is a holding company whose
businesses include Bluestem Brands, Inc., a multi-brand, online
retailer of a broad selection of name-brand and private label
general merchandise serving low- to middle-income consumers
nationwide. Bluestem operates Fingerhut, Gettington.com and
PayCheck Direct brands. Complementing each brand is a large
selection of merchandise with a variety of payment options to
provide customers with the flexibility of paying over time. Capmark
is headquartered in Eden Praire, MN. For additional information
visit Capmark’s website at www.capmark.com.
Forward-Looking
Statements
Certain statements in this release may constitute
forward-looking statements. These statements are based on
management’s current expectations and beliefs but are subject to a
number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking
statements. Such forward-looking statements are made only as of the
date of this release. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward looking statements contained herein to
reflect any change in the Company’s expectations with regard
thereto or changes in events, conditions, or circumstances on which
any such statement is based.
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Orchard BrandsDaniel W. Ramsey, General Counsel(978)
998-3804orCapmarkDenise Garcia (ICR)(215) 328-1555