Latest News
Phillips Van-Heusen Corporation to Acquire Tommy Hilfiger B.V. for Approximately $3 Billion
Date: 15-Mar-2010
News Release
- Will Create One Of World’s Largest And Most Profitable Apparel Companies
- Expected To Accelerate International Growth And Be Immediately Accretive
To EPS Before One-Time Costs And Accounting Charges
New York, New York – Phillips-Van Heusen Corporation (NYSE: PVH) today announced a
definitive agreement for PVH to acquire Tommy Hilfiger B.V., which is controlled by funds
affiliated with Apax Partners L.P., for total consideration of €2.2 billion (approximately $3.0
billion) plus the assumption of €100 million in liabilities. The consideration includes €1.924
billion in cash and €276 million in PVH common stock. The combination will create one of the
world’s largest and most profitable apparel compan ies; a global business with combined revenue of
approximately $4.6 billion.
PVH expects the transaction to be immediately accretive to earnings per share before one-time costs
and accounting charges. PVH expects earnings accretion of $0.20 to $0.25 per share on a non-GAAP
basis in the 2010 fiscal year ending January 30, 2011 and earnings accretion of $0.75 to $1.00 per
share in the 2011 fiscal year ending January 29, 2012. The 2010 earnings accretion estimate
excludes one-time cash integration costs and transaction expenses of approximately
$100 million related to the transaction, or approximately $1.00 per share. PVH expects to realize
approximately $40 million of annualized cost synergies in the transaction.
The closing of the transaction is subject to receipt of financing and other customary conditions,
including receipt of required regulatory approvals, which PVH does not anticipate difficulty in
obtaining. The transaction does not req uire a PVH stockholder vote and is expected to close during
PVH’s fiscal 2010 second quarter.
“This is a unique opportunity to bring together two premier companies, each with iconic brands,
which will deliver enhanced opportunities for our stockholders, business partners, customers and
employees as we leverage a combined global platform in the years ahead,” said Emanuel Chirico,
Chairman and Chief Executive Officer of PVH. “During almost four years as a private company under
the leadership of Fred Gehring and his team, Tommy Hilfiger has continued to gain momentum in
Europe and Asia, while successfully rebuilding its business in North America, producing impressive
overall performance, and generating strong profitability and free cash flow even during the
recession.”
“We are very pleased to be joining forces with PVH, one of the premier apparel companies in the
world. The scale of the combined company in the U.S. will deliver obvious benefits for both
companies, while Tommy Hilfiger’s significant international presence and infrastructure offers an
opportunity for PVH to introduce a number of its brands into the international market,” said Fred
Gehring, Chief Executive Officer of Tommy Hilfiger. “Customers around the world love Tommy Hilfiger’s classic American cool design and brand image and this transaction provides us with the perfect platform to support continued growth and success. We look forward to building on the momentum of the two companies, delivering significant growth for our customers, employees and partners long into the future.”
Added Emanuel Chirico, “Tommy Hilfiger fits all of our acquisition criteria: a strong brand,
superior management, highly profitable, immediately accretive to earnings, and focused on
international growth. We also believe that our cultures are highly compatible. All of this makes
us confident that this compelling combination will generate strong revenue growth, high operating
margins and substantial free cash flow, which should enable us to reduce debt very quickly while
continuing to grow the companies’ respective brands and businesses.”
Upon the closing of the transaction, Mr. Tommy Hilfiger will remain in his role as Principal
Designer and Visionary for the Tommy Hilfiger brand. Fred Gehring will continue as CEO of Tommy
Hilfiger, will assume the added responsibility as CEO of PVH’s international operations, and will
join the PVH Board of Directors.
Mr. Tommy Hilfiger said: “This is the next phase in the global evolution and expansion of the Tommy
Hilfiger brand. I am confident that Manny Chirico and the PVH organization will provide Tommy
Hilfiger with the support and investment to allow my great partners in the Tommy Hilfiger
organization to do what is necessary to take our brand to new heights. I look forward to remaining
actively involved in the business and believe that PVH is the ideal partner to help us achieve our
goals.”
Mr. Christian Stahl, a partner at Apax Partners, said: “Apax and PVH have a history of successful
partnerships from the time we supported PVH in its acquisition of Calvin Klein. The management team
of Tommy Hilfiger has done an outstanding job in growing the business in a very difficult economic
time. We are very pleased that these two great companies and management teams are coming
together now to form one of the most powerful global fashion businesses and that we will
be a significant stockholder in PVH going forward. PVH has a track record of smoothly
integrating world class brands and creating a strong platform for significant future growth.
They proved it with Calvin Klein, and we look forward to a similar success with Tommy Hilfiger.”
Tommy Hilfiger’s revenue for its fiscal year ending March 31, 2010 is expected to be approximately
$2.25 billion, with earnings before interest and taxes of approximately $280 million, which
excludes approximately $40 million of impairment charges, and depreciation and amortization of
approximately $100 million. Approximately 46% of this revenue is expected to be derived from
wholesale sales, 52% from retail sales, and 2% from licensing income, with 66% of total revenue
from international sources and 34% from the U.S. Tommy Hilfiger has approximately 1,000
stores globally.
Terms and Financing of the Transaction
PVH expects to finance the €1.924 billion cash portion of the acquisition and refinance its $300
million of existing senior unsecured notes with a combination of approximately $385 million of cash
on hand, $2.45 billion of senior secured debt (including an undrawn revolver of $450 million), $600
million of senior unsecured notes and $200 million in PVH perpetual convertible preferred stock described below. In addition, PVH currently plans to raise approximately $200 million in common stock through a public offering prior to closing.
Based on the closing price of PVH common stock on Friday, March 12, 2010 and current exchange
rates, PVH would issue to Apax and the other Tommy Hilfiger shareholders approximately 8.7 million
shares, subject to certain adjustments, or about 13% of the pro forma outstanding shares. The
selling shareholders, including Apax, have agreed to lock-up provisions for a period of 9 to 15
months, subject to certain conditions.
PVH will acquire Tommy Hilfiger on a cash-free/debt-free basis, plus the assumption of €100 million
in liabilities and a customary working capital adjustment. The transaction is subject to receipt
of financing by PVH, which PVH has agreed to obtain subject to certain limitations on cost and
terms. In the event that the transaction does not close due to failure to obtain the financing or
certain other conditions, PVH has agreed to pay €69 million to the selling shareholders.
PVH has agreed with affiliates of LNK Partners, L.P. and MSD Capital, L.P. to sell, concurrent with
the closing of the transaction, $200 million of perpetual preferred stock, convertible into PVH
common stock at $47.74 per share. The preferred stock has no coupon and a liquidation preference
equal to the face amount. The preferred stock is convertible into approximately 6% of the pro
forma outstanding shares.
In addition to Mr. Gehring, upon closing, Christian Stahl and David Landau (a partner at LNK) will
join the PVH Board of Directors. Details of the transaction will be included in a filing on Form
8-K, which PVH expects to file shortly.
Advisors
Peter J. Solomon Company L.P. is acting as lead financial advisor to PVH in connection with the
acquisition and the financing of the transaction and sole advisor to the PVH Board of Directors.
Wachtell, Lipton, Rosen & Katz is serving as legal advisor to PVH .
Barclays Capital and Deutsche Bank, global debt coordinators, and Bank of America Merrill Lynch,
Credit Suisse and RBC Capital Markets will arrange financing for the transaction.
Barclays Capital, Deutsche Bank, Bank of America Merrill Lynch, and RBC Capital Markets
also acted as financial advisors to PVH.
Credit Suisse acted as lead financial advisor to the Tommy Hilfiger Group and as sole advisor to
Apax Partners. Morgan Stanley and Citi also acted as financial advisors to Tommy Hilfiger Group.
Simpson Thacher & Bartlett LLP and Stibbe acted as legal advisors for the Tommy Hilfiger Group
and Apax Partners. PricewaterhouseCoopers LLP acted as financial diligence advisor and Ernst &
Young LLP acted as tax advisor for the group.
Conference Call and Webcast Details
PVH will host a conference call and webcast for the investment community today at 8:30 am
ETto discuss this announcement. The dial-in number is (800) 289-0507 in the U.S. or
(913) 312–0722 from outside the U.S., and the passcode is 8294120. Additional
materials related to the transaction are available in the investor relations section of
www.pvh.com.
The call will be broadcast live over the Internet via www.companyboardroom.com and
www.pvh.com. For those who are unable to listen to the live broadcast, a replay will be
available shortly after the call on the above websites for 12 months. In addition, an audio
replay can be listened to for 48 hours, commencing approximately two hours after the call.
To listen to the replay call, dial (888) 203-1112 in the U.S. or (719) 457-0820 from
outside the U.S. and enter the passcode number 8294120.
About PVH
Phillips-Van Heusen Corporation is one of the world's largest apparel companies. It owns and
markets the Calvin Klein brand worldwide. It is the world’s largest shirt and neckwear company and
markets a variety of goods under its own brands, Van Heusen, Calvin Klein, IZOD, ARROW, Bass and
G.H. Bass & Co., and its licensed brands, including Tommy Hilfiger, Geoffrey Beene, Kenneth Cole
New York, Kenneth Cole Reaction, unlisted, A Kenneth Cole Production, MICHAEL Michael Kors, Sean
John, Chaps, Donald J. Trump Signature Collection, JOE Joseph Abboud, DKNY and Timberland.
About The Tommy Hilfiger Group
With a premium lifestyle brand portfolio that includes Tommy Hilfiger and Hilfiger Denim, The Tommy
Hilfiger Group of Companies is one of the world’s most recognized designer apparel groups. The
Group’s focus is designing and marketing high-quality menswear, womenswear, children’s apparel and
denim collections. Through select licensees, the Group offers complementary lifestyle products such
as accessories, fragrances and home furnishings. Tommy Hilfiger Group merchandise is available to
consumers worldwide through an extensive network of dedicated retail stores, leading specialty and
department stores and other carefully controlled distribution channels. For additional information about the Tommy Hilfiger Group of Companies, please visit www.tommy.com.
About Apax Partners
Apax Partners is one of the world’s leading private equity investment groups. It operates across
the United States, Europe and Asia and has more than 30 years of investing experience. Funds under
the advice and management of Apax Partners globally total approximately $40 billion. These Funds
provide long-term equity financing to build and strengthen world-class companies. Apax Partners
Funds invest in companies across its global sectors of Retail & Consumer, Tech & Telecom, Media,
Healthcare and Financial & Business Services. For more information visit: www.apax.com
