SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
THE TALBOTS, INC.
(Name of Subject Company)
THE TALBOTS, INC.
(Name of Persons Filing Statement)
Common stock, par value $0.01 per
share
(Title of Class of Securities)
874161102
(CUSIP Number of Class of Securities)
Richard T. OConnell, Jr.
Executive Vice President
The Talbots, Inc.
One Talbots Drive
Hingham, Massachusetts 02043
(781) 749-7600
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Morton A. Pierce, Esq.
Chang-Do Gong, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036-2787
(212) 819-8200
x
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
The following is a press release issued by The Talbots, Inc. on May 31, 2012, announcing the proposed
tender offer and merger.
TALBOTS TO BE ACQUIRED BY SYCAMORE PARTNERS
Stockholders to Receive $2.75 in Cash Per Share
Transaction Valued at $369 Million
HINGHAM, MA, May 31, 2012
The Talbots, Inc. (NYSE:TLB) (Talbots or the Company) and Sycamore Partners today announced that they have entered into a definitive agreement pursuant to which an affiliate of Sycamore Partners will acquire all the
outstanding common stock of the Company for $2.75 per share in cash. The transaction is valued at approximately $369 million, including net debt. The transaction is currently expected to close in the third quarter of this year.
The announcement follows a comprehensive review undertaken by the Talbots Board to maximize stockholder value. Under the terms of the
agreement, which has been approved by the Companys Board of Directors, Talbots stockholders will receive $2.75 in cash for each outstanding share of Talbots common stock they own. The purchase price represents a 113% premium to the closing
price on May 30, 2012 and a 76% premium to the closing price on December 6, 2011, the closing price prior to the public disclosure of Sycamores initial proposal to acquire the Company.
Trudy Sullivan, President and Chief Executive Officer of Talbots, said, We are pleased with the value this transaction delivers to
our stockholders and believe that this is a positive development for all of our stakeholders. Sycamore Partners is a strong investor with substantial resources and expertise, and we look forward to operating as a private company under their
ownership.
We believe in the Talbots brand and its more than 8,000 Associates, said Stefan Kaluzny, a
Managing Director of Sycamore Partners. We look forward to a long and successful partnership with Talbots serving its many loyal customers.
Under the terms of the agreement, an affiliate of Sycamore Partners will commence a tender offer for all of the outstanding shares of Talbots common stock. Closing of the transaction is conditioned upon
satisfaction of minimum tender conditions, clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, non-disapproval of the Office of the Comptroller of the Currency under the Change in Bank Control Act, receipt of a letter
from the Pension Benefit Guaranty Corporation stating that it has concluded its investigation of the transaction, a minimum level of availability being maintained under the Companys current credit facilities and other closing conditions. Under
certain circumstances, the parties may, at their option, pursue a one-step merger.
1
Perella Weinberg Partners LP is acting as financial advisor to Talbots and White &
Case LLP is acting as its legal counsel. Bank of America Merrill Lynch is acting as financial advisor to Sycamore Partners and Winston & Strawn LLP and the Law Offices of Gary M. Holihan, P.C. are acting as its legal counsel.
About The Talbots, Inc.
The Talbots, Inc. is a leading specialty retailer and direct marketer of womens apparel, shoes and accessories. At the end of the
first quarter 2012, the Company operated 516 Talbots stores in 46 states and Canada. Talbots brand on-line shopping site is located at
www.talbots.com
.
About Sycamore Partners
Sycamore Partners is a private equity firm based
in New York specializing in consumer and retail investments. The founders of Sycamore have a long history of partnering with management teams to improve the operating profitability and strategic value of their businesses. They work with companies
they believe have significant growth potential, particularly when given the capital and outside expertise they need to succeed. For more information, please visit
www.sycamorepartners.com
.
The Talbots, Inc.
Julie Lorigan
Senior Vice President, Investor and Media Relations
(781) 741-7775
FTI Consulting, Inc.
Rachel Rosenblatt
Investor and Media Relations
(212) 850-5697
For Sycamore Partners
:
Michael Freitag, Tim Lynch or Jennifer Friedman
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
Notice to Investors
The
tender offer for the outstanding common stock of the Company referred to in this communication has not yet commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the
offer to purchase shares of the Companys common stock will be made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related materials) that an affiliate of Sycamore Partners
intends to file with the Securities and Exchange Commission (the SEC). At the time the offer is commenced, an affiliate of Sycamore Partners will file a Tender
2
Offer Statement on Schedule TO with the SEC and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. Investors and security
holders of the Company are urged to read these materials (when they become available) carefully in their entirety since they will contain important information
.
Investors and security holders may obtain free copies of these materials (when
they become available) and other documents filed by the Company and Sycamore Partners with the SEC at the website maintained by the SEC at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed by the Company
with the SEC by contacting Talbots Investor Relations at (781) 741-4500, by writing to Investor Relations Department, The Talbots, Inc., One Talbots Drive, Hingham, Massachusetts 02043, or by e-mailing investor.relations@talbots.com.
Additional Information about the Merger and Where to Find It
In connection with the potential one-step merger, the Company intends to file a Proxy Statement on Schedule 14A with the SEC. Additionally, the Company intends to file other relevant materials with the
SEC in connection with the proposed acquisition of the Company by an affiliate of Sycamore Partners pursuant to the terms of an Agreement and Plan of Merger by and among the Company, TLB Holdings LLC and TLB Merger Sub Inc. Investors and security
holders of the Company are urged to read these materials (when they become available) carefully in their entirety since they will contain important information. Investors and security holders may obtain free copies of these materials (when they
become available) and other documents filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors and security holders also may obtain free copies of the documents filed by the Company with the SEC by contacting
Talbots Investor Relations at (781) 741-4500, by writing to Investor Relations Department, The Talbots, Inc., One Talbots Drive, Hingham, Massachusetts 02043, or by e-mailing investor.relations@talbots.com.
The Company and certain of its directors and executive officers, under the SEC rules, may be deemed to be participants in the
solicitation of proxies in connection with the proposed merger. Investors and security holders may obtain information regarding the names, affiliations and direct and indirect interests (by security holdings or otherwise, and which may, in some
cases, be different than those of the Companys stockholders, generally) of the Companys executive officers and directors in (i) the Companys definitive proxy statement for its 2011 Annual Meeting of Stockholders, (ii) the
Annual Report on Form 10-K for the fiscal year ended January 28, 2012, as amended, and (iii) the proxy statement and other relevant materials which may be filed with the SEC in connection with the merger when and if they become available.
To the extent that the Companys directors and executive officers holdings of the Companys securities change, or have changed, from the amounts printed in the Companys definitive proxy statement for its 2011 Annual
Meeting of Stockholders, such changes have been or will be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Copies of these documents can be obtained free of charge from the Company or the SEC as indicated
above.
3
Forward-looking Information
This communication contains forward-looking information. These statements may be identified by such forward-looking terminology as expect, achieve, plan,
look, projected, believe, anticipate, outlook, will, would, should, intend, potential or similar statements or variations of such
terms. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including: statements concerning the anticipated timing of filings and approvals relating to the transaction; statements
regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: uncertainties
as to the timing of the tender offer and merger; uncertainties as to how many stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction
may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain
relationships with employees, suppliers, sourcing agent and landlords; other business effects, including the effects of industry, economic or political conditions outside of the Companys control; transaction costs; actual or contingent
liabilities; and other risks and uncertainties discussed in documents filed with the SEC, including the risks and uncertainties included under Risk Factors and Forward-looking Information in Talbots Annual Report on
Form 10-K for the fiscal year ended January 28, 2012, as amended, and other periodic reports filed with the SEC which are incorporated herein, as well as the Tender Offer Statement on Schedule TO to be filed by an affiliate of Sycamore Partners
and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Company. The Companys Annual Report on Form 10-K, as amended, and other periodic reports are available at the Investor Relations section of the Companys
Website at http://www.thetalbotsinc.com.
All the Companys forward-looking statements are as of the date of this press
release only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of or any material adverse
change in one or more of the risk factors or risks and uncertainties referred to in this press release or included in the Companys other public disclosures or the Companys other periodic reports or other documents or filings filed with
or furnished to the SEC could materially and adversely affect the Companys continuing operations and the Companys future financial results, cash flows, available credit, prospects and liquidity. Except as required by law, the Company
does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
4
The following letter was sent to employees of The Talbots, Inc. on May 31, 2012.
May 31, 2012
Dear Associates,
It is my pleasure to share some very exciting news for our Company. This
morning, we announced that Talbots and Sycamore Partners have entered into a definitive agreement through which Sycamore Partners will acquire all the outstanding common stock of the Company. Under the terms of the agreement, Talbots will operate as
a private company under their ownership. We expect the transaction will close in the third quarter after certain conditions have been satisfied, as indicated in the press release. Until that time, we will continue operating as a public company. I
have attached the press release that was issued today announcing the transaction.
As a result of your hard work, we made good progress in the
first quarter, and we continue to be optimistic about the prospects for Talbots. We have a great company and a terrific team, which will be tremendous assets to Sycamore Partners. This agreement represents an exciting opportunity Sycamore
Partners is a strong investor with substantial resources and significant retail expertise, and we see this transaction as a positive development for all of our stakeholders. As a private company, we will have greater freedom to focus on longer-term
investments and opportunities, while providing you with rewarding careers, excellent benefits and challenging roles.
During this time, the
most important thing you can do is to continue performing your role at the highest level and delivering outstanding value to our customers. You all are the lifeblood of this organization, and we need to maintain the momentum and success weve
recently built throughout this transition period.
This is only the first step in the process, and we are committed to providing you with
updates on the progress of this transaction as appropriate. Please contact your manager if you have any questions, and if you receive any inquiries from the press, analyst or investor community in relation to todays announcement, please take
down their contact information and pass it along to Julie Lorigan, SVP Investor and Media Relations at
Julie.lorigan@talbots.com
or 781.741.7775.
Thank you in advance for your continued dedication and hard work. With your help and support, I look forward to a bright future for Talbots.
A company meeting will be held on today at 11:30 am (EST). In Hingham, the meeting will be held in the cafeteria. Additional site-specific details to follow.
USA Toll-Free: 888-622-5357
International Toll: 505-242-2204
Participant Code: 487593
Importantplease gather in groups to call in.
Sincerely,
Trudy Sullivan
President and Chief Executive Officer
Notice to Investors
The tender offer for the outstanding common stock of the Company referred to in this communication has not yet commenced. This press release is neither an offer to purchase nor a solicitation of an offer
to sell any securities. The solicitation and the offer to purchase shares of the Companys common stock will be made pursuant to a Tender Offer Statement on Schedule TO (including the Offer to Purchase, Letter of Transmittal and other related
materials) that an affiliate of Sycamore Partners intends to file with the Securities and Exchange Commission (the SEC). At the time the offer is commenced, an affiliate of Sycamore Partners will file a Tender Offer Statement on Schedule
TO with the SEC and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer. Investors and security holders of the Company are urged to read these materials (when they become available)
carefully in their entirety since they will contain important information
.
Investors and security holders may obtain free copies of these materials (when they become available) and other documents filed by the Company and Sycamore Partners
with the SEC at the website maintained by the SEC at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed by the Company with the SEC by contacting Talbots Investor Relations at (781) 741-4500, by
writing to Investor Relations Department, The Talbots, Inc., One Talbots Drive, Hingham, Massachusetts 02043, or by e-mailing investor.relations@talbots.com.
Additional Information about the Merger and Where to Find It
In connection
with the potential one-step merger, the Company intends to file a Proxy Statement on Schedule 14A with the SEC. Additionally, the Company intends to file other relevant materials with the SEC in connection with the proposed acquisition of the
Company by an affiliate of Sycamore Partners pursuant to the terms of an Agreement and Plan of Merger by and among the Company, TLB Holdings LLC and TLB Merger Sub Inc. Investors and security holders of the Company are urged to read these materials
(when they become available) carefully in their entirety since they will contain important information. Investors and security holders may obtain free copies of these materials (when they become available) and other documents filed by the Company
with the SEC at the website maintained by the SEC at www.sec.gov. Investors and security holders also may obtain free copies of the documents filed by the Company with the SEC by contacting Talbots Investor Relations at (781) 741-4500, by
writing to Investor Relations Department, The Talbots, Inc., One Talbots Drive, Hingham, Massachusetts 02043, or by e-mailing investor.relations@talbots.com.
The Company and certain of its directors and executive officers, under the SEC rules, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Investors and
security holders may obtain information regarding the names, affiliations and direct and indirect interests (by security holdings or otherwise, and which may, in some cases, be different than those of the Companys stockholders, generally) of
the Companys executive officers and directors in (i) the Companys definitive proxy statement for its 2011 Annual Meeting of Stockholders, (ii) the Annual Report on Form 10-K for the fiscal year ended January 28, 2012, as
amended, and (iii) the proxy statement and other relevant materials which may be filed with the SEC in connection with the merger when and if they become available. To the extent that the Companys directors and executive
officers holdings of the Companys securities change, or have changed, from the amounts printed in the Companys definitive proxy statement for its 2011 Annual Meeting of Stockholders, such changes have been or will be reflected on
Statements of Changes in Beneficial Ownership on Form 4 filed with the SEC. Copies of these documents can be obtained free of charge from the Company or the SEC as indicated above.
Forward-looking Information
This communication contains forward-looking information. These statements may be identified by such forward-looking terminology as expect, achieve, plan,
look, projected, believe, anticipate, outlook, will, would, should, intend, potential or similar statements or variations of such
terms. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including: statements concerning the anticipated timing of filings and approvals relating to the transaction; statements
regarding the expected timing of the completion of the transaction; statements regarding the ability to complete the transaction considering the various closing conditions; any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. Actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Risks and uncertainties that could cause results to differ from expectations include: uncertainties
as to the timing of the tender offer and merger; uncertainties as to how many stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction
may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain
relationships with employees, suppliers, sourcing agent and landlords; other business effects, including the effects of industry, economic or political conditions outside of the Companys control; transaction costs; actual or contingent
liabilities; and other risks and uncertainties discussed in documents filed with the SEC, including the risks and uncertainties included under Risk Factors and Forward-looking Information in Talbots Annual Report on
Form 10-K for the fiscal year ended January 28, 2012, as amended, and other periodic reports filed with the SEC which are incorporated herein, as well as the Tender Offer Statement on Schedule TO to be filed by an affiliate of Sycamore Partners
and the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Company. The Companys Annual Report on Form 10-K, as amended, and other periodic reports are available at the Investor Relations section of the Companys
Website at http://www.thetalbotsinc.com.
All the Companys forward-looking statements are as of the date of this press
release only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of or any material adverse
change in one or more of the risk factors or risks and uncertainties referred to in this press release or included in the Companys other public disclosures or the Companys other periodic reports or other documents or filings filed with
or furnished to the SEC could materially and adversely affect the Companys continuing operations and the Companys future financial results, cash flows, available credit, prospects and liquidity. Except as required by law, the Company
does not undertake to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.
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