The Talbots Inc. bypassed a possible roadblock to its merger with BPW Acquisition Corp. Friday when a Delaware court denied a request from a group of hedge funds to halt a warrant exchange that expired Friday.
On Tuesday, Pentwater Growth Fund, Oceana Master Fund and Pentwater Equity Opportunities Master Fund, all of which own BPW warrants, asked Delaware Chancery Court for a temporary restraining order to stop the exchange.
In a statement late Friday, BPW said the court ruled that the investors had not met the requirements for a temporary restraining order.
The hedge funds charged the exchange would be a losing deal for them and that it appeared BPW tried to “coerce warrant holders to tender into the exchange offer.” They said they did not intend to tender their BPW warrants in an exchange, which was amended on March 17.
In a separate court filing, the hedge funds said they were beneficial owners of 3.3 million BPW warrants, about 9 percent of those outstanding. The deal depended on at least 90 percent of warrant holders making the exchange, analysts said.
Earlier this month, Talbots shareholder John Campbell dropped a request, also filed in Delaware Chancery Court, for a preliminary injunction to stop the merger. In exchange, the retailer agreed to, among other conditions, keep the positions of chairman and chief executive officer separate; put all directors up for election at the 2010 annual meeting; limit the number of directors to 10, with an independent majority, and require all board members to own a predetermined value of company stock.
Although Campbell agreed to drop his request for an injunction, he didn’t agree to dismiss, settle or withdraw the rest of his suit, originally filed on Jan. 12.
The Hingham, Mass.-based retailer revealed plans to merge with BPW in December. At the time, Talbots said it expected the transaction to close before the end of the first quarter in April.
The arrangement calls for Talbots to use at least $300 million of BPW’s trust and a new $200 million credit facility from GE Capital to repay its $491 million debt to Aeon Co. Ltd. and Japanese banks in cash. The specialty retailer would then retire the 29.9 million shares that make up Aeon’s 54 percent stake in the firm. BPW stockholders approved the proposed merger last month.
“Azzedine has been one of the biggest influences in my life. He has always been such a strong, loving, fatherly figure to me. I call him Papa. His designs are indescribably unique, they are pieces of art. He knew how to make the female form look its loveliest. I have so many memories of him; my favorite might be during my first show with him in Paris. He liked me and he wanted to help me get more work. He called all his friends at Kenzo and Comme des Garcons, and asked them to book me. They said, ‘But she can’t walk!’ And he said, ‘but she has such a great ass!' His friendship and support has been the great privilege of my career. I can't imagine life without him. Repose en paix mon Papa.” - @stephanieseymour tells @wwd. #wwdfashion (📷: @steveeichner) #alaia #azzedinealaia
Azzedine Alaïa, flanked by two of his closest friends, models Stephanie Seymour and Naomi Campbell.
He designed Seymour’s dress for her 1995 wedding to Peter Brant, and treated Campbell (who famously called him Papa), like a daughter. For more on the legendary designer, tap the link in bio. #wwdfashion #alaia #azzedinealaia
Azzedine Alaïa's “I-did-it-my-way” ethos stood out starkly at a time when brands are experimenting with consumer-facing fashion shows, coed formats and trans-seasonal collections – anything to perk up lackluster sales of ready-to-wear in an age of Insta-everything. “It’s not creation anymore. This becomes a purely industrial approach,” the late designer told WWD in an interview last year. “But anyway, the rhythm of collections is so stupid. It’s unsustainable. There are too many collections.” Read more about the iconic designer’s life and work on wwd.com, link in bio. #wwdfashion #azzedinealaia (📷: @WWD Archive, 1986) #alaia
Sneaker reselling app @goat’s latest exhibit, "The Greatest: New York," tells the story of New York's sneaker culture. To celebrate the exhibit, an intimate crowd gathered on Thursday night at the pop-up gallery space, located at Platform in Culver City, to hear guest speaker and illustrator @esymai talk about her own rise in streetwear and women in the business. "For me I'm just someone who is creative. I like to create things," said Chang. #wwdfashion
Azzedine Alaïa, one of the most iconic couturiers of the modern era whose body-con designs defined Eighties fashion, has died in Paris. The diminutive Tunisian-born designer, known for his structured knitted dresses with fitted waists and impeccably cut, figure-hugging second skin silhouettes was deeply admired by his peers, and counted supermodel Naomi Campbell - his adoptive daughter - among his inner circle, one of a gang of glamazons including Farida Khelfa, Carla Bruni and Stephanie Seymour who became ambassadors of his style. (📷: Alexandre Guirkinger) #wwdblast