BEVERLY, Mass.--(BUSINESS WIRE)--Orchard Brands Corp. (“Orchard Brands”), a leading multichannel retailer of apparel and home products focused on serving women and men above the age of 50, today announced that the company has reached a definitive agreement to be acquired by Capmark Financial Group Inc. (“Capmark”). Under the terms of the transaction, Capmark will acquire Orchard Brands for approximately $410 million in cash, subject to various pre- and post-closing adjustments. The acquisition will be funded with a combination of cash on-hand, a new term debt syndication, and a new asset-based lending facility.
Steve Nave, Capmark’s President and Chief Executive Officer, commented: "This transaction joins two strong and highly complementary organizations and management teams. The Orchard portfolio of brands provides us with the opportunity to serve a new customer base and deepen our private-label merchandise design and sourcing expertise, which fits nicely into the theme of our company’s long-term strategic plan."
Jim Fogarty, Chief Executive Officer of Orchard Brands, commented, "I am very proud of what the Orchard Brands team has accomplished and confident that combining with Capmark is a great next step for Orchard. The transaction will place Orchard Brands into a large organization with a diversified portfolio of brands, a strong combined operating platform, and a powerful financial base. The transaction is wonderfully synergistic, with Bluestem bringing strong expertise in consumer finance and hard goods to our brand teams, and our Orchard teams bringing strong expertise in designing, sourcing and selling women’s and men’s apparel to the Bluestem brand teams. Together Bluestem and Orchard Brands will prove an incredibly strong direct to consumer platform."
The transaction, which has been approved by the Boards of Directors of both companies, is expected to close in the third quarter of 2015, subject to customary closing conditions, including, among other things, the expiration or early termination of the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and completion of transaction financing.
Orchard is being advised by its financial advisor Goldman Sachs and by its counsel Schulte Roth & Zabel. 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.
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 500 million catalogs and mailers annually, operates internet sites for each of our brands (including a universal web cart), and operates 30 retail stores. Orchard Brands reported net sales in 2014 of $1 billion. For more information, please visit http://www.orchardbrands.com.
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 nationwide. 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 Praire, MN. For additional information visit Capmark’s website at www.capmark.com.
Certain statements in this release may constitute forward-looking statements. These statements are based on management’s current expectations and beliefs but are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such forward-looking statements are made only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.