Canadian Hudson's Bay Company (Toronto: HBC) and Saks Incorporated (NYSE: SKS) have announced a merger agreement whereby HBC will acquire Saks for $16.00 (USD) per share in an all-cash transaction valued at approximately $2.9 billion (USD), including debt.
The congeneric merger brings together three of the retail industry's most iconic brands - Hudson's Bay, Lord & Taylor and Saks Fifth Avenue - to create a leading North American retailer addressing a broad consumer spectrum across luxury, mid-tier and outlet retail sectors. HBC will continue to build upon Saks' market-leading position and identity as a luxury retailer. The combined company will operate 320 stores, including 179 full-line department stores, 72 outlet stores and 69 home stores in prime retail locations throughout the U.S. and Canada, along with three e-commerce sites. The combined company would have generated pro forma sales and normalized EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) in fiscal 2012 of approximately $7.2 billion (CDN) and $587 million (CDN), respectively, before any synergies. HBC expects to achieve $100 million (CDN) of annual synergies within three years.
Here’s how the deal was structured, HBC intends to finance the transaction, and refinance certain existing indebtedness at HBC, with a combination of approximately $1.0 billion (USD) of new equity, $1.9 billion (USD) of secured loans, and $400 million (USD) of senior unsecured notes and available cash on hand. An entity affiliated with Ontario Teachers' Pension Plan and funds advised by West Face Capital Inc. have separately committed to provide HBC with $500 million (USD) and $250 million (USD) of equity funding, respectively, to support the transaction. BofA Merrill Lynch and Royal Bank of Canada have provided HBC with fully committed credit facilities, which together with the equity commitment provided by the Teachers' Pension Plan, is sufficient to close the transaction.
The Company has received conditional listing approval from the Toronto Stock Exchange for the common shares of the Company to be issued to Teachers' Pension Plan and West Face Capital. In consideration for commitment, concurrently with the execution of the merger agreement, HBC issued 1.5 million share purchase warrants to the Teachers' Pension Plan, and will issue an additional 3.5 million share purchase warrants upon the closing of the transaction. In consideration for the West Face commitment, HBC will issue 1.75 million share purchase warrants to West Face upon the closing of the transaction. The subscription price of the common shares and the exercise price of the warrants will be $17 (USD) per share (subject to adjustment in certain limited circumstances), which represents a premium to the trading price of HBC’s shares immediately prior to the announcement of the transaction.
There is also a 40-day "go-shop" period under the terms of the agreement, during which time Saks may solicit alternative proposals from third parties. Saks does not anticipate that it will disclose any developments with regard to this process unless and until Saks' board of directors makes a decision with respect to a potential superior proposal. There can be no assurance that this process will result in a superior proposal. The agreement also includes customary breakup fees payable to HBC in connection with the termination of the agreement in certain circumstances.
BofA Merrill Lynch acted as lead financial advisor to Hudson Bay. RBC Capital Markets acted as an additional financial advisor on the transaction. Stikeman Elliott LLP and Willkie Farr & Gallagher LLP acted as legal counsel to Hudson Bay. Goldman Sachs, Morgan Stanley and Guggenheim Securities acted as financial advisors and Wachtell, Lipton, Rosen & Katz acted as legal counsel to Saks.
Hudson's Bay Company, founded in 1670, is North America's longest continually operated company. The company was purchased in 2008 by NRDC Equity Partners' who had previously purchased Lord & Taylor in 2006. In Canada, HBC operates Hudson's Bay, Canada's largest department store with 90 locations, as well as www.thebay.com. HBC also operates Home Outfitters, Canada's largest home specialty superstore with 69 locations across the country. In the United States, HBC operates Lord & Taylor, a department store with 48 full-line store locations throughout the northeastern United States and in two major cities in the Midwest, and www.lordandtaylor.com. With approximately 29,000 Associates in Canada and the U.S., Hudson's Bay Company banners provide stylish, quality merchandise at great value, with a dedicated focus on service excellence.
Saks Incorporated currently operates 41 Saks Fifth Avenue stores and 67 Saks Fifth Avenue OFF 5TH stores throughout the United States and its online store, www.saks.com. Saks Fifth Avenue is one of the world's pre-eminent specialty retailers and is renowned for American and international designer collections and client services.
Saks Fifth Avenue OFF 5TH is a world-class, full-service destination for value-priced clothes and accessories for men, women, children and the home. OFF 5TH stores combine the two great joys of shopping: the delight of finding the very best and the thrill of the deal.
Saks' stock finished the day at $15.85 down by 0.63%. HBC stock was up 5.82% to $17.45 (CDN) at today’s close. Conversion rate for US dollar to Canadian dollar was $1.03 today.