NEW YORK — At a special meeting Monday, shareholders of The Jones Group Inc. overwhelmingly approved the merger agreement with Sycamore Partners and golden parachute compensation payable to several executive officers.
This story first appeared in the April 8, 2014 issue of WWD. Subscribe Today.
Sycamore offered to acquire Jones for $15 a share in cash, or about $2.2 billion, on Dec. 19. The equity portion of the transaction is about $1.2 billion, with the remaining $1 billion coming from the assumption of debt.
Sources indicated that the deal could close as soon as today.
Wesley R. Card, chief executive officer of Jones, presided over the five-minute meeting Monday, which was attended by about 35 people at the law offices of Cravath, Swaine & Moore LLP. After the vote, Card said he wanted to recognize and thank the board, Jones’ customers and business partners, and the Jones Group associates around the globe “whose constant dedication and talent allowed us to complete the transaction.”
Based on a preliminary vote assessment, about 79.1 percent of the Jones Group total outstanding shares as of the March 5 record date for the special meeting were represented, and about 98.8 percent were voted in favor of the merger agreement.
Card said the deal would close “shortly,” and declined comment on whether he and Richard Dickson, president and ceo of branded businesses at Jones, would remain at Jones. The golden parachute would cover Card; Dickson; John McClain, chief financial officer; Ira M. Dansky, executive vice president, and general counsel and secretary, and Christopher Cade, executive vice president and chief accounting officer and controller.
As of March 5, Card and Dickson beneficially owned 1,859,724 shares collectively, representing 2.4 percent of the company’s outstanding shares and agreed to vote their shares in favor of the deal.
Sources indicate that once the transaction closes, Jones’ business will be carved into four independent entities: Stuart Weitzman, Kurt Geiger, Jones Apparel and the rest of the company — the legacy footwear and denim businesses — to be renamed Nine West Holdings Inc. Sources said Nine West, which will be saddled with a heavy debt load going forward, is the operation that Sycamore plans to keep. The other entities, with their new independent structures, will be easier to be sold off one by one. Geiger and Weitzman are viewed as Jones’ most promising units. As reported, Jones dropped the Rachel Roy designer collection (while retaining Rachel Rachel Roy), and last month sold the intellectual property rights of Brian Atwood to Steven Madden Ltd.
Separately, Sycamore has already closed on $2 billion in fund-raising for its second fund. By the time the raise closes in a few weeks, it is expected that the private equity firm will have raised a total of $2.5 billion.