A Lululemon Athletica store in Chicago, IL. (Courtesy of Lululemon Athletica)
Four firms on both sides of the border are helping Dennis “Chip” Wilson, the billionaire founder of yoga apparel retailer Lululemon Athletica, sell half of his 27.7 percent stake in the company to Boston-based private equity firm Advent International for $845 million.
The move announced late last week averts a potential proxy fight at Lululemon and comes nine months after Wilson made controversial comments about the body size of the Vancouver-based company’s predominantly female customers.
Lululemon, which is now valued at roughly $7 billion, lost $3 billion in value as its stock price took a downward-facing-dog-esque 44 percent plunge after Wilson said in a November interview with Bloomberg TV that “some women’s bodies just actually don’t work” for its yoga pants. Wilson, who was responding to complaints about a new line of Lululemon gear that some customers felt were too sheer, resigned as chairman of the company’s board of directors at the end of its fiscal year in May.
In June, Wilson tried to shake things up at Lululemon by calling for two board members to resign, claiming that they favored short-term results in lieu of long-term gains. But the two individuals—cochairman of the board and former Starbucks executive Michael Casey and Wilderness Point Investments president RoAnn Costin—were reelected, planking Wilson’s hopes of change and putting him at loggerheads with the company he founded in 1998.
Under the terms of the deal announced late last week, Wilson has agreed not to launch a hostile takeover for Lululemon until at least 2016. A filing with the U.S. Securities and Exchange Commission by the company shows that DLA Piper corporate partner Michael Hutchings in Seattle advised Lululemon on its agreement with Advent and Wilson, the latter of which turned to Choate, Hall & Stewart corporate partner John Pitfield in Boston and Jonathan McCullough, a founding partner of Vancouver’s McCullough O’Connor Irwin, for outside counsel on the deal.
Neither Pitfield nor Hutchings immediately responded to requests for comment on the matter. Securities filings by Lululemon show that the company has previously turned to DLA for corporate work. Choate Hall also once served as special U.S. counsel to Lululemon in connection with a leveraged recapitalization by Advent and venture capital firm Highland Capital Partners. The two investors paid $195 million for a 48 percent stake in Lululemon in late 2005, as Wilson stepped aside to make way for former Reebok executive Robert Meers as CEO of the company. Meers retired two years later and was replaced by Christine Day, who abruptly resigned in June 2013 and now heads healthy fast food company Luvo.
McCullough, seen here discussing some of Wilson’s charitable endeavors, has long served as the Lululemon founder’s personal business lawyer. McCullough also once acted as corporate secretary for Luluemon and advised Wilson in his role as a selling stakeholder in the company back in July 2007, when it raised $327.6 million in an initial public offering in the U.S. and Canada. Pepper Hamilton and Canadian firm McCarthy Tetrault counseled Lululemon on that listing, according to an SEC filing at the time, which shows that the float generated nearly $3.1 million in legal fees and expenses. (Simpson Thacher & Bartlett and Canada’s Osler, Hoskin & Harcourt represented underwriters on Lululemon’s IPO.)
Weil, Gotshal & Manges is another firm with longtime Lululemon ties, having successfully represented the company and former CEO Day earlier this year in scuttling a putative securities fraud class action against the company as a result of its recent missteps, according to a report by sibling publication the Litigation Daily.
Marilyn French, comanaging partner of Weil’s Boston office and a top private equity lawyer, is currently advising longtime firm client Advent on its purchase of a stake in Lululemon. French previously represented Advent on its $3 billion buy of consumer credit reporter TransUnion in 2012 and was named an Am Law Daily Dealmaker of the Week later that year for her role advising Advent on its $3 billion acquisition of a majority stake in the parent company of the Serta and Simmons mattress brands.
James Westra, a former cohead of the private equity practice at Weil, was hired by Advent as its first chief legal officer nearly three years ago this month.
Weil’s representation of Advent isn’t the only noteworthy private equity deal by the firm, which grabbed a role this week advising Canadian private equity firm Altas Partners on its $750 million investment in Grenada’s St. George’s University.