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@BainCapital to Transfer Edcon Control to Creditors in Debt-For-Equity Swap

@BainCapital to Transfer Edcon Control to Creditors in Debt-For-Equity Swap

Bain Capital and Goldman Sachs (NYSE: GS) agreed to acquire a majority stake in Carver Korea, a leading Korean cosmetics company, in a deal valued at over $300 million. “This important milestone in the history of the Edcon Group follows the recent payment deferral implemented in May 2016 and the securing of R1.5 billion of bridge financing under new Facilities A1 and A3 of the existing Super Senior Liquidity Facility Agreement,” said Edcon Group’s chief executive Bernie Brookes. “Our operational turnaround plans are already well underway and the finalisation of the process to reduce our debt will ensure Edcon remains the largest South African clothing retailer, but that it also returns to its former status as the leading clothing retailer in South Africa,” he added. The restructuring is expected to materially improve the liquidity position of the Edcon Group to ensure ongoing operations as well as address the current high structural leverage and cash interest burden on the operating company, the company said. The extended maturities and additional funding should facilitate the ongoing operational turnaround and allow management to refocus onto running the business and executing its strategic plan. The restructuring is also expected to alleviate concerns of key stakeholders such as suppliers, landlords and credit insurers. A new governance structure will be put in place, including provisions relating to transfers of shares, pre-emption rights, tag-along rights and drag-along rights, board composition and reserved matters requiring the consent of specific majorities of shareholders, the company said. Johannesburg-based Edcon has been in operation for more than 80 years and has expanded its footprint to include 1,542 stores as at March 26, 2016. Edcon’s Edgars division includes Edgars, Boardmans, Edgars Active, Edgars Shoe Gallery, Red Square and the group’s mono-branded stores such as Topshop Topman, Tom Tailor, Dune, Lucky, T.M. Lewin, Lipsy, Salsa, River Island, Vince Camuto, Calvin Klein, Inglot, La Senza and Accessorize whose products, are also available through Edgars stores, serving principally middle and upper income markets. Edcon’s Discount division includes Jet, JetMart and Legit, serving principally middle to lower income markets; and CNA, the group’s stationery, books, games, movies, music, hi-tech electronics and mobile retailer. The group offers credit and insurance products to its customers through strategic partnerships with third parties. Edcon’s primary operations are in South Africa where the group generated 88 percent of its retail sales in fiscal year 2016. The rest of its operations are in neighbouring Namibia, Botswana, Lesotho, Swaziland, Mozambique, Ghana, Zimbabwe and Zambia, where it operates 213 retail outlets.]]>

Apollo $APO to Acquire @Outerwall $OUTR Kiosks Owner in $1.6B Deal

Apollo $APO to Acquire @Outerwall $OUTR Kiosks Owner in $1.6B Deal

the company started exploring strategic alternatives. The deal was unanimously approved by Outerwall’s board of directors. “We are pleased to reach this agreement, which follows a robust process and provides an immediate and substantial cash premium to our shareholders,” said Erik E. Prusch, Outerwall’s chief executive. “Apollo is an ideal partner to support Outerwall’s efforts to continue serving our millions of loyal customers and dedicated retail partners through our unrivaled network of kiosks and automated retail offerings.” “We are extremely excited for our funds to acquire Outerwall,” said David Sambur, partner at Apollo. “Outerwall is a dynamic customer-focused business that delivers superior kiosk experiences that delight consumers and generate value for its retailer partners. We look forward to working with Outerwall’s talented and dedicated team to continue the business’s strong heritage of growth and innovation.” The transaction is subject to regulatory approvals and other customary closing conditions, including the condition that that shares representing more than 50 percent of Outerwalls’s common shares be tendered. The transaction is currently expected to close during the third quarter of 2016. Following the transaction, Outerwall will become a privately held company and Outerwall’s common shares will no longer be listed on any public market. Morgan Stanley & Co. LLC is serving as financial advisor to Outerwall and Wachtell, Lipton, Rosen & Katz and Perkins Coie LLP are serving as legal counsel. LionTree Advisors, Bank of America Merrill Lynch, Barclays, Credit Suisse and Jefferies LLC are acting as M&A advisors to Apollo and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Apollo. Financing is being provided by Bank of America Merrill Lynch, Jefferies Finance LLC, Barclays and Credit Suisse. Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Singapore, Mumbai, Delhi, Shanghai and Hong Kong. Apollo had assets under management of approximately $173 billion as of March 31, 2016, in private equity, credit and real estate funds. The company had been targeted by various activist investors as a result of poor stock performance, internal management disagreements and executive departures, as previously reported by ExitHub. Under a cooperation and standstill agreement with Newport Beach, Calif.-based activist investor Engaged Capital, which started agitating for change since February 2016, Outerwall was pressured to appoint three board members submitted by Engaged Capital, whose founder, principal and CIO is Glenn W. Welling. He previously served as principal and managing director at Relational Investors, a $6 billion activist equity fund, and as a managing director at Credit Suisse.]]>

British Retail Chain GO Outdoors Hires KPMG to Explore Sale

British Retail Chain GO Outdoors Hires KPMG to Explore Sale

Financial Times reported. Private equity firm YFM Equity Partners structured a management buyout of the company in 1998. In 2012, private equity firm 3i bought a stake in the company from YFM for £28 million. Chris Matthews, who became the company’s CEO in 2013 after an impressive career at Marks & Spencer and Dixons, said GO Outdoors was in the “initial stages” of discussions with potential investors to further expand the business. “Go Outdoors has exciting plans for the future and during these times it is prudent that the company’s owners and investors explore the options available to take the brand to the next stage in its evolution,” he added. “It is critical to find the right investor who understands the DNA of the company and can share in everything that Go Outdoors stands for since the business was founded by John Graham and Paul Caplan.” The move follows a spate of consolidations in the UK outdoor retail sector, which was estimated by market research firm Profile Outdoors to be worth £1.39 billion in 2015. Last year Cotswold Outdoor and Snow & Rock merged with Cycle Surgery and Runners Need under the brand of Outdoor and Cycle Concepts. Sheffield-based GO Outdoors is the UK’s largest specialist retailer of camping equipment, tents, outdoor clothing and footwear. Since its establishment in 1998, the company has grown to 54 outdoor superstores across the UK with more than 2,300 employees. In the year to January 2015, GO Outdoors achieved total sales of over £200 million, boosted by a fast-growing online capability. The management team has delivered rapid growth for GO Outdoors in recent years, through a strategy of locating its stores in large out-of-town locations and offering an authoritative range of products at highly competitive prices. The company plans to continue its aggressive store opening program over the coming years. GO Outdoors opened a £1 million superstore in Leeds last month, and is in the process of opening five new megastores. GO Outdoors is the only UK outdoor retailer to offer good, better and best choices from a £10 walking shoe to a £900 air tent. “It’s what our customers expect from an Aladdin’s cave of outdoor gear and it’s part of what makes us special. From experienced mountaineers to dog walkers and their dogs, everybody’s welcome,” the company says.]]>