NEW YORK — The board at Goody’s Family Clothing has determined that the all-cash offer of $8.85 per share from Prentice Capital Management and GMM Capital is “superior” to an earlier bid by affiliates of Sun Capital Partners at $8 per share.

The board said it already notified Sun that the retailer intends to terminate the merger agreement it signed with the company. But under the terms of that agreement, Sun has until Oct. 27 to submit a revised proposal. Goody’s, during the same period, is required to negotiate in good faith with Sun, per the terms of their merger agreement.

Financo Inc., an investment banking firm specializing in retail and consumer goods, represented Prentice and GMM in the transaction. The two financial firms, in connection with their offer, have delivered to Goody’s an executed merger agreement, and have agreed to keep the offer open until the deal with Sun Capital is officially terminated.

The agreement with Sun was signed on Oct. 7, and since then Goody’s has been the target of a bidding war. Prentice and GMM upped their bids several times, and another undisclosed third party is also in talks with Goody’s, the retailer disclosed. It added that those discussions are still ongoing, but would end if no superior proposal is received prior to the time Goody’s executes the merger agreement with Prentice-GMM.

Meanwhile, three lawsuits have been filed against the Knoxville, Tenn.-based Goody’s in connection with its plans to be acquired by Sun Capital. The lawsuits alleged that the retailer and its directors “breached fiduciary duties.” Goody’s said all three lawsuits are “without merit.”

This story first appeared in the October 25, 2005 issue of WWD. Subscribe Today.

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