Aeropostale, Inc., a mall-based specialty retailer of casual apparel for young women and men, announced that it has entered into definitive agreements with respect to its previously announced strategic partnership and $150 million senior secured credit facilities with Sycamore Partners.
As previously announced on March 13, 2014, the senior secured credit facilities with affiliates of Sycamore Partners consist of a five-year $100 million term loan facility and a ten-year $50 million term loan facility that includes a sourcing arrangement with MGF Sourcing, also an affiliate of Sycamore Partners.
Aeropostale has issued convertible preferred stock to Sycamore Partners, giving Sycamore the right to acquire up to 5% of the Company's common stock at an exercise price of $7.25, the closing price of the Company's common stock on March 12, 2014. Additionally, through the new strategic sourcing partnership with MGF Sourcing, Aeropostale has committed to complete minimum merchandise purchases each year for ten years. As the Company fulfills its minimum purchase requirements under the sourcing partnership, all amortization payments of the associated term loan facility will be fully rebated.
The sourcing partnership significantly diversifies the Company's apparel production and further optimizes its supply chain, and all of the Company's sourcing orders will continue to be awarded through a competitive bidding process.
In connection with the closing of the transaction, the Company has appointed two new members to its Board of Directors: Stefan Kaluzny, managing director at Sycamore Partners, and Julian Geiger, former Director and Chief Executive Officer of Crumbs Bake Shop and former Chairman and Chief Executive Officer of Aeropostale, Inc. and, Arthur Rubinfeld is stepping down as a director of the Company.
In addition, the Company's Board of Directors will nominate Kenneth Gilman, currently a director of Zale Corporation and Kate Spade & Co., for election by the Company's stockholders as an independent director at the Company's annual stockholder meeting this year. Mr. Gilman was mutually selected by the Company's Board and Sycamore Partners, as previously announced.
Karin Hirtler-Garvey, Chairperson of Aeropostale, commented, "The Board and management team are very pleased to have completed this transaction with Sycamore Partners, which strengthens the Company's financial position, broadens Aeropostale's already strong sourcing base, and provides additional runway for management to continue executing key strategic initiatives to reposition the Aeropostale brand.
“We look forward to working with Stefan, and to gaining the fresh insights and extensive retail expertise he brings to our Board. Further, we are pleased to have Julian return to the Board and to have access to his experience in successfully building Aeropostale into a leading teen retailer. At the same time, we thank Arthur for his dedicated service and the counsel he has provided as a member of the Board."
Mr. Kaluzny stated, "We continue to believe there is tremendous value in Aeropostale's business. We are very pleased to partner with the Company's other Board members and management team to help Aeropostale realize the full potential of its brand."