Apax Partners is the latest private equity firm to turn to a shopping mall stalwart for a major purchase.
Warrendale, Pennsylvania–based clothing company rue21, which sells what it describes as affordable teen fashions, said Thursday that it has agreed to sell itself to Apax for $1.1 billion in cash. (Apax is a part owner of ALM Media, parent company and publisher of The Am Law Daily.) The clothing company operates 932 stores in 47 states.
The deal follows investment firm TowerBrook Capital Partners’s $835 million acquisition of premium jeans maker True Religion Apparel earlier this month and Apollo Management’s announcement of a prospective IPO for women’s accessories retailer Claire’s.
Apax has agreed to pay $42 in cash for each rue21 share—a 23 percent over the clothing company’s Wednesday closing price. The agreement calls for a special committee of rue21′s board to conduct a 40-day "go-shop" process, during which the company can consider alternative offers. One of rue21′s largest shareholders with a 30 percent stake, buyout fund SKM II—which is affiliated with Apax—has agreed to vote its shares in favor of the sale to Apax. If rue21 reaches an agreement on a superior deal with an alternate bidder, SKM II has also agreed to vote in favor of that transaction.
The deal, which is expected to close before the end of the year, is subject to approval by a majority of rue21 shareholders that are not affiliated with SKM II funds.
Simpson Thacher & Bartlett and Delaware firm Richards, Layton & Finger are advising Apax on the purchase. Simpson Thacher corporate partner Ryerson Symons—named an Am Law Daily "Dealmaker of the Week" in 2011 for his work advising a consortium that included Apax and other investors on the $6.3 billion acquisition of medical device company Kinetic Conceptsis—is leading his firm’s team, which also includes banking partners Brian Steinhardt, capital markets partner Ken Wallach, compensation and benefits partner Brian Robbins, IP partner Lori Lesser, and tax partner Gary Mandel. Simpson Thacher also represented Apax last year on its $2.1 billion purchase of France Telecom’s Orange Switzerland mobile phone business.
Information about the Richards Layton lawyers working on the deal was not immediately available.
Apax’s general counsel is Simon Cresswell, a former Davis Polk & Wardwell attorney.
For its part, the special committee of rue21′s board has turned to attorneys at Kirkland & Ellis and Delaware firm Potter Anderson Corroon for its sale to Apax. Kirkland’s New York–based team includes corporate partners David Fox and David Feirstein, as well as debt finance partner Ashley Gregory and corporate associate Richard Brand.
Kirkland previously advised rue21 on its 2009 IPO, which raised $129 million.
Corporate partner Michael Tumas is leading the Potter Anderson team, with assistance from corporate associate Roxanne Houtman. Stacy Siegal is rue21′s chief legal and administrative officer.
Weil, Gotshal & Manges M&A partners Michael Aiello and Jaclyn Cohen are representing Perella Weinberg in its role as financial adviser to rue21′s special committee. Meanwhile, Ropes & Gray is advising the SKM II funds, led by M&A partner Daniel Evans and litigation partner Christopher Green, as well as corporate associate Michael Roh.
The rue21 deal comes a day after it was announced that Simpson Thacher is advising Del Monte Corporation in its acquisition of Natural Balance Pet Foods—the pet food maker cofounded in 1989 by actor Dick Van Patten, who is probably best known for playing Tom Bradford on the ABC drama Eight is Enough. Terms of the transaction were not disclosed. Reed Smith is advising Natural Balance.