EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--Capmark Financial Group Inc. (OTCMKTS: CPMK) today announced it has entered into a definitive agreement to acquire Orchard Brands Corporation, a leading national, multi-brand family of 13 catalog and eCommerce brands serving the boomer and senior demographics, for $410 million in cash, subject to various pre- and post-closing adjustments. The transaction will broaden and diversify the customer base and retail capabilities of Capmark’s wholly-owned subsidiary, Bluestem Brands, Inc.
Orchard Brands reported $1.02 billion in net sales for the period ended December 27, 2014 and adjusted EBITDA and Free Cash Flow (EBITDA less Capital Expenditures) of $70.7 million and $61.9 million, respectively. The acquisition will be funded with a combination of cash on-hand, a new term debt syndication, and a new asset-based lending facility. The term debt will be underwritten by Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding Inc., while Credit Suisse and U.S. Bank National Association are leading the asset based lending facility.
"Orchard Brands is a great addition to our portfolio of retail brands and this transaction fits nicely into the theme of our long-term strategic plan. The Orchard family of brands provides us with the opportunity to serve a new customer base and deepen our private-label merchandise design and sourcing expertise," said Steve Nave, Capmark’s President and Chief Executive Officer. "We’re also excited to welcome Orchard Brands’ talented group of employees, who have done a remarkable job rebuilding their company, to the Capmark family."
“We’re excited to combine the Orchard family of brands with Bluestem," said Jim Fogarty, Chief Executive Officer of Orchard Brands. “Our team is looking forward to integrating our two firms’ unique capabilities to better serve our respective customers."
The Boards of Directors of both companies have approved the transaction, which is expected to close in the third quarter of 2015, subject to the satisfaction of customary closing conditions, including the compliance with the filing and waiting periods under the Hart-Scott-Rodino Act.
Capmark is being advised by its financial adviser Morgan Stanley & Co. LLC and by its counsels Akin Gump Strauss Hauer & Feld LLP and Faegre Baker Daniels LLP. Orchard Brands is being advised by its financial advisor Goldman Sachs and by its counsel Schulte Roth & Zabel.
Meeting and Conference Call to Discuss Transaction
Gene Davis Executive Chairman, Steve Nave, President and Chief Executive Officer and Mark Wagener, Chief Financial Officer of Capmark will discuss the transaction during an in person meeting at the offices of Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, Bank of America Tower, 43rd Floor, New York City at 12:30 PM ET on Tuesday, June 2, 2015. The conference call can be accessed at (888) 428-9490 or (719) 457-2697 (International). The call will also be broadcast simultaneously at http://www.capmark.com/investor-relations.
Following completion of the call, a recorded replay of the webcast will be available on Capmark’s website. To listen to the telephone replay, call toll-free (877) 870-5176 or (858) 384-5517 (International), replay pin # 5867791. The telephone replay will be available at 3:30 PM ET June 2, 2015. Additional investor information can be accessed at http://www.capmark.com/investor-relations.
Capmark Financial Group Inc. is a holding company whose businesses include Bluestem Brands, Inc., a multi-brand, online retailer of a broad selection of name-brand and private label general merchandise serving low- to middle-income consumers in the U.S. Bluestem operates Fingerhut, Gettington.com and PayCheck Direct brands. Complementing each brand is a large selection of merchandise with a variety of payment options to provide customers with the flexibility of paying over time. Capmark is headquartered in Eden Prairie, MN. For additional information visit Capmark’s website at www.capmark.com.
About Orchard Brands
Orchard Brands is a national multi-channel direct marketer offering apparel, accessories, and home products for women and men principally in the rapidly growing and underserved boomer and senior demographic. The Orchard Brands portfolio includes Blair, Haband, Norm Thompson, Solutions, Sahalie, Gold Violin, Appleseed’s, Tog Shop, LinenSource, Draper’s & Damon’s, Old Pueblo Traders, Bedford Fair and WinterSilks. Orchard distributes more than 512 million catalogs and mailers annually and operates dedicated internet sites for each brand, (including a universal web cart). For more information, please visit http://www.orchardbrands.com.
Forward Looking Statements
This release contains statements that are “forward-looking statements”. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. All statements contained herein that are not clearly historical in nature are forward-looking. In some cases, you can identify these statements by use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “estimate,” “expect,” “plan,” “believe,” “predict,” “potential,” “project,” “intend,” “could” or similar expressions. In particular, statements regarding Capmark’s plans, strategies, prospects and expectations regarding its business are forward-looking statements. You should be aware that these statements and any other forward-looking statements in this document only reflect Capmark’s beliefs, assumptions and expectations and are not guarantees of performance. These statements involve risks, uncertainties and assumptions. Many of these risks, uncertainties and assumptions are beyond Capmark’s control and may cause actual results and performance to differ materially from Capmark’s expectations.
Forward-looking statements are based on Capmark’s beliefs, assumptions and expectations of its future performance and actions, taking into account all information currently available to Capmark. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to Capmark or are within its control. If a change occurs, Capmark’s plans, business, financial condition, and liquidity may vary materially from those expressed in its forward-looking statements. Important factors that could cause the actual results to be materially different from Capmark’s expectations include the satisfaction of applicable conditions to the merger and the risks and uncertainties set forth in “Risk Factors” in Capmark’s Report as of and for the fiscal years ended January 30, 2014 and January 31, 2013.
Accordingly, you should not place undue reliance on the forward-looking statements contained in this release. These forward-looking statements are made only as of the date of this release. Capmark undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.