Saks Inc. detailed the six-month process that led to last month’s deal with Hudson’s Bay Co. in a Securities and Exchange Commission filing Tuesday. Most of the names were redacted, but the players are believed to include Catterton Management as Sponsor A, Neiman Marcus Inc. as Company B and private equity firm KKR & Co. as Sponsor C (which helped Saks make its run at Neiman’s), as well as Ares Management, Holt Renfrew and Starwood Capital. RELATED STORY: HBC's Saks Purchase — The Anatomy of a Deal >>
FEBRUARY • Sponsor A calls Saks chairman and chief executive officer Stephen I. Sadove to express interest in an acquisition.
EARLY MARCH • Sadove meets with senior representatives of Sponsor A.
MARCH 7 • Saks’ board mulls “potential strategic transactions” including a buyout by Sponsor A or an acquisition of privately held retailer Company B.
APRIL1 • Sadove meets with Richard Baker, chief of Hudson’s Bay Co., at the request of Baker. A takeover of Saks is discussed.
APRIL11 • The finance and executive committees of Saks’ board meet and direct Sadove to continue evaluating potential transactions. Saks management or the company’s banker, Goldman Sachs, meet with private equity firms Sponsor C and Sponsor D, to discuss “equity financing” for an acquisition of Company B.
WEEK OF APRIL15 • Saks meets with HBC as well as Sponsor A and that firm’s potential partner in a Saks buyout, Sponsor E.
MAY 17 • Goldman gives Company B’s principal shareholders Saks’ nonbinding acquisition proposal to acquire Company B, which is quickly rejected as “insufficient.”
WEEK OF JUNE 3 • Sponsors A and E prepared to offer $15 to $16 a share for Saks. HBC prepared to offer $15 to $15.25 a share.
JUNE 6 • Saks sweetens its offer for Company B with a higher price.
WEEK OF JUNE 10 • A privately held retailer, Company F, steps up as interested in working with Sponsors A and E on a Saks takeover but never takes part in a bid.
JULY 5 • Company B nixes Saks’ proposed price as “still insufficient.”
EARLY JULY • Sponsor A drops out and Sponsor E is in discussions with another private equity firm, Sponsor G, as a partner.
JULY 11 • HBC proposes $15.25 a share for Saks.
• Sponsors E and G propose $14.50 to $15.50. Subsequently, Sponsor G leaves the process and Sponsor A rejoins the hunt.
JULY 13 • The senior management of Saks and Company B meet to discuss a possible deal.
JULY 17 • Saks’ board authorizes Goldman Sachs to inform HBC and Sponsors E and A that their proposals were “insufficient.”
JULY 18 • Saks enters a confidentiality agreement with Company B for Saks to engage in due diligence.
JULY 21 • A privately held firm unknown to Saks, Company H, proposes a $2.6 billion cash acquisition, but Goldman cannot locate the appropriate person at Company H to deal with.
JULY 23 • Company B indicates “the parties would be unable to agree on financial terms for a business combination” and Saks’ board concludes it’s not willing to meet Company B’s minimum price.
• Goldman Sachs informs HBC advisors that it “would need to increase the per share price of its offer to at least $16 per share.”
• Talks between Saks and Company B cease.
• There is no indication that Sponsors A and E are prepared to increase their initial price range of $14.50 to $15.50 a share or that they would “be prepared to conclude their diligence more quickly than they had previously indicated.”
JULY 24 • HBC tells Goldman its prepared to offer $16 a share.
JULY 25 • Sadove speaks to Baker on the phone and suggests they meet in person the following day.
JULY 26 • Sadove and Baker meet and discuss opening issues and Saks’ recent results.
JULY 28 • Saks’ board holds a telephone meeting and unanimously agrees to approve the merger.
JULY 29 • Saks and HBC announce a deal with a 40-day go-shop period for Saks to court other buyers.
AUGUST • None of parties contacted during the go-shop period have submitted a proposal for Saks.
@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)
Breaking News: @hedislimane joins @celine as its new artistic, creative and image director. One of fashion’s preeminent image-makers and trendsetters, Slimane is to join the LVMH brand on Feb. 1 and unveil his first fashion proposition for men and women next September during Paris Fashion Week. It marks a major homecoming for Slimane, who cemented his reputation – and influenced men’s tailoring for more than a decade – as the designer of Dior Homme between 2000 and 2007. He went on to reinvent and ignite the house of Yves Saint Laurent, which he rechristened Saint Laurent, between 2012 and 2016 – all the while maintaining a close relationship with the Arnault family, which controls LVMH and Dior. Read the full exclusive story on WWD.com. Link in bio. #wwdnews #wwdfashion
“Personally I believe the Eighties have been the richest and more vivacious period for international fashion,” Giorgio Armani said when asked what his favorite decade of fashion is. It was a moment of disruption and experimentation and only thinking back to the first years of that decade is always an emotion for me, for what they have meant to me and my work.” The influence is clear in @giorgioarmani spring 2018 collection, pictured here, which was full of bright colors and unexpected prints. Read more about which decades designers loved most on WWD.com #wwdfashion #wwddecades (📷: @aitorrosasphoto)
For Lady Gaga’s only Italian show on her “Joanne World Tour,” the singer wore a range of @versace_official outfits. The standout piece: this custom-made bodysuit inspired by the brand’s spring 2018 collection. #wwdfashion (RG: @ladygaga)
@_camillaruth_ is expanding on the wellness-craze concept with @westbourne – a new NYC restaurant that’s both a healthy-minded café as well as a business that gives back to the community. Marcus works with the Robin Hood foundation to give back to The Door, a non-profit providing youth development services, and also hires employees through The Door. Read our full interview with Marcus on giving back through food on WWD.com. #wwdeye (📷: @lexieblacklock)