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Fifth & Pacific Sells Lucky Brand for $225M

The latest deal leaves the company as a monobrand firm focused just on Kate Spade.

Then there was one.

This story first appeared in the December 11, 2013 issue of WWD.  Subscribe Today.

Fifth & Pacific Cos. Inc.’s sale of Lucky Brand Jeans to an affiliate of Leonard Green & Partners for $225 million leaves it as a monobrand firm focused just on Kate Spade. The latest deal marks the end of a chapter for F&P, sending it back to its monobrand roots when it was Liz Claiborne Inc. in 1974.

But while F&P chief executive officer William L. McComb was effusive about how the sale of Lucky and Juicy Couture combined resulted in net proceeds of between $370 million and $380 million to the firm, he was mum in the call to Wall Street analysts on Tuesday about when F&P might change its name to Kate Spade.

“Well, I’m not going to make any comments….That would have appeared in the headline [of the company news release] if I was prepared to announce something like that,” he said.

He added that it was still premature to talk about changing the company name. That’s likely because F&P still owns the 22-year-old Lucky brand until the deal closes, which is set for some time before the end of March.

As for its private brand jewelry division, Adelington Design Group, McComb said it “is going to comfortably fit right inside Kate Spade.” He noted the business division has assisted in the jewelry production for Kate, Juicy and Lucky and that it is a “capital efficient group.”

Ike Boruchow, analyst at Sterne Agee, said “sale proceeds allow the company to recapitalize the balance sheet by paying down its high-cost senior notes, though they probably won’t be completely debt-free next year. Given the impressive growth potential of the Kate Spade brand and the elimination of the asset-sale uncertainty, we are reiterating our ‘buy’ rating and raising our price target to $40.”

Shares of F&P slipped 0.6 percent to close at $32.91 in trading Tuesday on the New York Stock Exchange.

Regardless of whether F&P changes its name, the transformation of the Seventh Avenue giant under McComb has been one of the most dramatic in the industry’s history. McComb has been a lightning rod since he joined the company from Johnson & Johnson, taking heat for the way he moved quickly to sell off brands. Just what McComb had to work with when he took the helm from Paul Charron remains a matter of debate, but industry sentiment has softened toward McComb and the challenges he faced when he took the job.

“You follow the history of the post-Paul Charron [era at Claiborne], where a guy comes in from outside of the industry, from Johnson & Johnson, and it would appear that he was doing everything wrong,” said John Henderson, industry consultant and former president of Kellwood Co.’s Sag Harbor division. “I was very critical of that myself.”

But the success of Kate Spade paired with weakness at Claiborne’s historical competitors — The Jones Group Inc. and Kellwood Co. — has helped change minds.

“Maybe the guy wasn’t so wrong,” Henderson said. “Maybe at the end of the day what was going to happen was just going to happen, that the Liz Claiborne label as we knew it wasn’t going to be fixed. I was pretty critical about what he’d done, but maybe in hindsight, it was an orderly transition.”

William Detwiler, partner and managing director at merchant bank Three Ocean Partners, said Liz Claiborne’s portfolio, at its height, just didn’t mesh well. “They just collected a bunch of brands that didn’t mean anything to each other and they were hard to leverage,” Detwiler said. “It was just a flawed model for the long term.”

Detwiler said zeroing in on Kate Spade is the right move for the company now.

Others still view the McComb era as one of liquidation.

“When McComb got there, I believed it was a company that could have been fixed,” said Allan Ellinger, a senior managing partner at Marketing Management Group.

The firm had about 40 brands and nearly $5 billion in sales when McComb took the helm, and Ellinger said the ceo could have sold some underperforming divisions and made some strategic acquisitions.

“That’s what most of the industry had hoped he would have done,” Ellinger said. “It was a great company that still had a very strong balance sheet and he kind of went into liquidation mode. The process that was started a number of years ago was probably the wrong process.”

Even so, Ellinger acknowledged that McComb has a “gem of a division” in Kate Spade.

“Did he pick the right horse to run at the end of the day? You bet he did,” Ellinger said.

With Juicy sold and the sale of Lucky to close early next year, F&P will have more fire power to fuel Kate Spade’s engine and, Wall Street hopes, turn it (and its stock) into the next Michael Kors. The groundwork has been laid, with Kate Spade reporting a 76.4 percent leap in sales in the third quarter, to $179.7 million, as comparable sales from stores and e-commerce grew 31 percent.

Under the terms of the Lucky transaction, Leonard Green will pay $140 million at the close of the deal, with the balance of $85 million to be financed in the form of a three-year seller note. The terms of that note allow the private equity firm to repay the debt at any time prior to the end of the three-year term. It bears a cash interest payment of $8 million a year, and provides for additional interest of $417,000 a month. The total owed, if the full 36 months is utilized, is capped at a $100 million maximum payment obligation at maturity. That takes into account the $85 million owed on the underlying note, plus the $15 million that’s the extra monthly interest payment over a 36-month time period.

In addition, the note will be secured by a first-priority lien on the Lucky Brand trademark and a second-priority lien on other assets of Lucky that are expected to be pledged to third-party lenders.

F&P said under Leonard Green’s ownership, Lucky will assume the proportionate share of F&P’s sourcing contract with Li & Fung Ltd., in addition to other F&P obligations.

McComb told analysts that at closing, F&P will enter into a transition service agreement with Lucky to support the transfer of the business while Leonard Green creates a stand-alone infrastructure for the brand. The agreement is expected to last up to 24 months, he said.

According to F&P, the $225 million purchase price reflects a multiple of more than seven times the brand’s latest 12-month pro-forma-adjusted stand-alone earnings before interest, taxes, depreciation and amortization. F&P said last month when it posted third-quarter results for the period ended Sept. 28 that net sales for the quarter were up 7.2 percent to $120 million, on a flat comparable-store sales performance. For the nine months, net sales rose 6.8 percent to $346.4 million. The brand ended the quarter with 174 specialty retail stores and 65 outlet stores.

Lucky’s ceo David DeMattei and his team are expected to stay on, as is customary when private equity firms are the acquirer.

Further, Leonard Green’s stewardship of Lucky begins at a time of intense competition for better and premium jeans makers, forcing many to strengthen their position at lower price points or resort to promotions to stimulate sales of slow-moving stocks.

According to data from The NPD Group for the 12 months ended in August, as back-to-school selling wrapped up, jeans sold at more than $75 suffered sharp declines on the women’s and men’s side of the store even as women’s jeans sales overall were up 8.4 percent to $8.91 billion and their men’s counterparts advanced 0.8 percent to $5.8 billion.