Jos. A. Bank has entered into a definitive agreement with Everest Topco LLC, a portfolio company of Golden Gate Capital, under which Jos. A. Bank will acquire Eddie Bauer in an $825 million cash and stock deal.
The purchase price for Eddie Bauer consists of a combination of $564 million in cash and approximately 4.7 million new shares of common stock of Jos. A. Bank, issued to Everest Topco at $56 per share, a premium to the pre-announcement share price.
Under Golden Gate’s ownership, Eddie Bauer has achieved a substantial business turnaround and is today a preeminent active, outdoor and lifestyle brand for men and women. Founded in 1920, it is the largest vertically integrated U.S. retailer dedicated to the outdoor enthusiast – a passionate and loyal customer base. Eddie Bauer also has a significant global presence.
For the year ended December 31, 2013, Eddie Bauer has estimated its revenue to be between $885 million and $895 million and adjusted EBITDA to be between $61 million and $65 million.
Golden Gate Captial acquired Eddie Bauer, which was in Chapter 11, for $268 million cash on July 22, 2009.
Neil Fiske, who joined Eddie Bauer as CEO in 2007, left the post in 2012 and became CEO of Billabong International a year later. Michael R. Egeck replaced Fiske, and is still Eddie Bauer’s president and CEO.
Under the terms of the agreement, Jos. A. Bank will have the right to terminate its agreement to acquire Eddie Bauer in the event an unsolicited offer is made to acquire Jos. A. Bank that its board determines would reasonably be expected to create greater value for Jos. A. Bank’s shareholders than the Eddie Bauer transaction and issuer tender offer.
Last month, Jos. A. Bank turned down an offer to be acquired by Men’s Wearhouse in a $57.50-per-share deal.