After six deadline extensions, The Talbots Inc. finally completed its warrant exchange offer with BPW Acquisition Corp., allowing the retailer to acquire the special purpose acquisition company on Wednesday.
“The completion of this merger and related transactions marks an important milestone for Talbots,” said Trudy F. Sullivan, president and chief executive officer of the Hingham, Mass.-based women’s apparel store chain. “With an improved financial foundation and capital structure in place, we believe we are well-positioned for future growth and value creation for all our stakeholders.”
Talbots said that in addition to closing the BPW deal, it repurchased about 29.9 million of shares held by former majority stockholder Aeon Inc., which constituted a 54 percent stake in the specialty retail firm.
The retailer also repaid all outstanding debt to Aeon, or roughly $486.5 million plus accrued interest and other costs, and completed a senior secured revolving credit facility of up to $200 million with GE Capital Markets.
“This deal allows Talbots to focus on its business,” said FBR Capital Markets analyst Adrienne Tennant. “It’s a very unique transaction that allows Talbots to raise capital and not incur much dilution.”
Already in the midst of a turnaround, Talbots is “one of the best margin recovery stories in retail,” said UBS specialty retail analyst Roxanne Meyer, who added she sees “fundamentals improving from better merchandise, marketing, sourcing and a return of the Boomer shopper.”
According to Meyer, news of the deal will “provide the opportunity for investors to look at one of the most attractive turnaround stories in retail.”
Shares were up 26 cents, or 2 percent, to $13.47 on Wednesday.
Based on the merger exchange ratio of 0.9853 Talbots shares for each BPW share, the newly issued warrants to acquire Talbots shares will have an exercise price of $14.85 a Talbots share. The final results of the elections and proration calculations are expected to be announced on or about Friday.
Shares of BPW will cease trading on the American Stock Exchange prior to the start of trading on Thursday.
The warrant exchange offer, completed Tuesday, cleared the way for Wednesday’s merger. As of the final Tuesday deadline of 6 p.m., 90.3 percent of warrants issued when BPW went public had been tendered, passing the 90 percent threshold required.
After the expiration of the sixth deadline on Monday, the percentage had been stuck at 87.5 percent, where it had dwelled since the first extension on March 29.
The deal, unveiled in December, had recently faced opposition from a group of hedge funds holding about 9 percent of the outstanding warrants. A request for a temporary restraining order from those investors that could have blocked the deal was denied by a Delaware state court last month, but the holders had vowed not to tender their warrants.
My character, Dinah Madani, is just the coolest, [most] badass woman imaginable," says @amberroserevah. The actress stars in @marvel's newest series on @netflix, @thepunisher. To prepare for her role, Revah sat down with Homeland agents to get a real sense of with Dinah's day-to-day life is really like. Read our full interview on WWD.com. #wwdeye (📷: @jilliansollazzo)
A scene from the 91st annual @macys Thanksgiving Day Parade. The parade, which boasts 50 million TV viewers and 3.5 million on-site spectators, is considered one of the largest and most watched parades in the world. (📷: Jason Szenes/EPA-REX)
The circus came to @bloomingdales 59th Street on Tuesday night and lit up Lexington Avenue with acrobatic dancers, death-defying knife throwing, sword swallowing and aerial acts with no net. The 45 minutes of theatrics built up to unveiling the holiday windows depicting @swarovski crystal-encrusted circus pieces and scenes from “The Greatest Showman” – songs from the soundtrack included. See the rest of the photos on WWD.com #wwdfashion (📷: Joshua Scott)
The psychedelic fashion that pervaded the ’60s is back with an exhibit at the @museumofcityny. “Mode New York: Fashion Takes a Trip” chronicles the changing styles from 1960 through 1973 and features designers such as @ysl, @oscardelarenta and more. The exhibition, which is on display through April 1, is organized into four periods: First Lady Fasion, Youthquake, New Bohemia and New Nonchalance. Pictured here is model Pat Bardonella during the Garvey Day Parade in 1968. (📷: @kwamebphoto) #wwdeye #wwdfashion
“People should be a lot more honest in expressing both the dark and light of themselves. We need to give each other the space to do that because it’s the only way we can grow and evolve,” says @noelwells of her new film “Mr. Roosevelt,” which is largely based on her own struggles. Unexpectedly leaving @nbcsnl in 2014 after just one season, Wells felt set back in her self-esteem and career trajectory. She quickly refocused her energy to more personal projects, which led to the completion of “Mr. Roosevelt.” Read the rest of WWD’s interview with the “Master of None” actress on WWD.com #wwdeye (📷: @jilliansollazzo)
@barbrastreisand is giving fans a chance to see her perform up close in a new concert series, which makes its debut on @Netflix today. From behind-the-scenes takes to her concert performance in Miami last December, the two-hour streaming special captures Streisand in her element. Pictured here is the singer/actress photographed for WWD in 1963. (📷: Palmieri Tony) #wwdeye #wwdarchive
@chanel and @pharrell dropped what’s being dubbed as the world’s most exclusive sneakers yesterday. The Adidas Originals NMD Hu, which Williams designed in collaboration with Chanel and @adidasoriginals, has a waiting list of over 120K people who pre-registered online at chanelatcolette.fr –– and only 500 pairs are on sale. The singer predicted the resale value of the shoes could reach $40K. Read the full interview on WWD.com. Link in bio. #wwdfashion (📷: Dominique Maître)
@imanshumpert is diving deeper into his creative endeavors and relaunching his clothing line, Post 90s, and is helping to raise money for the hurricane victims in St. Maarten with a jersey he’s designed with his brother. The Cleveland Cavaliers player talked to WWD about kneeling during the national anthem, working with fashion brands and how he wants to be more than an @nba player. Read the interview on WWD.com #wwdfashion (📷: George Chinese)