J. Crew Group Inc. is now trading barbs with Institutional Shareholder Services Inc., an influential investor advisory firm, which recommended shareholders vote against the retailer’s $3 billion deal to be taken private by TPG Capital and Leonard Green & Partners.
ISS said there was a “less-than-compelling strategic rationale to sell the company at a lower-than-prevalent market premium,” as well as “serious issues in the sales process that gave TPG a significant advantage.” Shareholders will vote on the deal at a special meeting March 1.
Millard “Mickey” Drexler, J. Crew’s chairman and chief executive officer, has come under fire for talking to the private equity firms about a potential buyout almost seven weeks before presenting it to his board.
On Tuesday, J. Crew said the deal was fair.
“Unfortunately, ISS’s report is based on flawed analyses, and we believe that ISS has reached the wrong recommendation with respect to the contemplated transaction with TPG and Leonard Green,” said Josh Weston, chairman of the special committee of J. Crew’s board, which negotiated the agreement.
“The special committee ran a thorough process including analyzing the risks and rewards of all alternatives,” Weston said. “This process resulted in a premium offer that provides immediate and certain value to J. Crew shareholders. We urge all shareholders to vote on the facts and in favor of this transaction.”
J. Crew today will file an investor presentation laying out its point of view.
The deal has also kept the courts busy. Shareholders sued the company in Delaware Chancery Court and reached a last-minute $10 million settlement that also allowed the firm to appeal to other suitors for an additional month. The shareholders have since tried to back out of the settlement, claiming the retailer violated its terms by revealing in January that it had received no competing offers.
The investors have threatened to go to trial for monetary damages, and J. Crew has said it might countersue.
The court is waiting until after shareholders vote on the deal to address the case.
Taking the final spot on the mens’ portion of New York Fashion Week calendar next month will be none other than @tomford. Though he’s shown his men’s wear in New York in the past, this will mark the first time the designer has shown his men’s collection alone during New York Fashion Week: Men’s. His runway show will debut on February 6 at the Park Avenue Armory. #wwdfashion
London-based couture house @ralphandrusso has certainly been in the spotlight, having its dresses worn by @beyonce, Angelina Jolie, Meghan Markle in her engagement photos and more. For couture, Tamara Ralph focused on ornamentation — think: feathers with chain mail, jet embroidery and clusters of pearls and crystals. See the rest of the collection on WWD.com #wwdfashion #couture (📷: @giovanni_giannoni_photo)
Minnie Mouse celebrated her 90th birthday by getting her own star on the Hollywood Walk of Fame. For her celebratory luncheon, @coach’s creative director @stuartvevers dressed her in a custom made prairie dress, complete with Vever’s take on the polka dot – black sequined versions – under a cropped motorcycle jacket. The designer also put his own mark on Minnie’s classic red shoes, infusing the color with sparkles and adding some Coach crystals. “We chose colors that were very Minnie and also represented quintessential Coach elements,” said Vevers. #wwdfashion #nationalpolkadotday (📷: George Chinsee)
@nickjonas is unveiling his first-ever apparel collection through a partnership with John Varvatos. The limited-edition capsule, which makes its debut in spring, also marks the first time the designer has collaborated with anyone on a line. “The process in working with Nick is amazing. It’s inspiring to be around someone who is not only connected with the trade that they do, but also with what’s happening in the environment around him, and how that connects to what we do with style,” said Varvatos. (RG: @johnvarvatos) #wwdfashion
@margotrobbie steps out onto the red carpet wearing @miumiu. The actress is nominated for “Outstanding Performance by a Female Actor in a Leading Role” in “I, Tonya” at the #SagAwards. (📷: Stewart Cook) #wwdfashion
For @massimogiorgetti of @msgm, the Nineties are his favorite decade. “They had a huge impact on my personal growth. What I like of the Nineties is that they are not so precise in terms of style as other decades…there was actually a bit of everything,” he said. As seen on MSGM’s Spring 2018 show: tie-dye and a bit of grunge, two styles that are synonymous with the decade #wwdfashion #wwddecades (📷: @kukukuba)