Hartmarx accepts stalking horse bid from Emerisque & SKNL
Hartmarx Corporation, one of the last remaining American clothing manufacturers with iconic Made in America brands, announced that it has entered into a "stalking horse" asset purchase agreement with Emerisque Brands U.K. Limited and SKNL North America, B.V. for substantially all assets of Hartmarx.
Hartmarx said it filed motions late Thursday with the Bankruptcy Court for the Northern District of Illinois to conduct what is known as a 363 sale of assets, which allows for an expedited sale process with the aim of preserving maximum value for all stakeholders.
Under the terms of the agreement, which is subject to court approval and certain other closing conditions, the buyer will acquire substantially all of the assets for $70.5 million in cash and a Junior Secured Note with a face value of $15.0 million, subject to adjustment as of the closing date for changes in the company's borrowing base. The buyer has also agreed to assume certain liabilities of Hartmarx estimated to total approximately $33.5 million.
Homi B. Patel, chairman and chief executive officer of Hartmarx Corporation, commented, "We are very pleased to have taken this first yet very important step in resolving the future of Hartmarx as a continuing enterprise. In this challenging economic environment, at the present time the Emerisque offer is the best and highest offer we have received and sets a base-line for a transaction to be completed consistent with our DIP financing agreement. However, we will need continuing lender and other stakeholder support to meet the significant challenges of closing this or any alternative transaction.
"We are extremely grateful to all our stakeholders, in particular, our loyal retail customers who have gone out of their way to place orders with us in this difficult period, our suppliers who have continued to work with us, and most importantly, our almost 3,000 employees, both union and non-union who continue to be the backbone of this company through thick and thin. We hope that the new owners, whoever they may ultimately be, understand that in addition to our 120-year history and time-honored brands, our customers, suppliers and employees are assets that you don't see on our balance sheet," Mr. Patel concluded.
Michael Buenzow, senior managing director at FTI Consulting, Inc. and Hartmarx's chief restructuring officer, stated, "This is a key step in a process designed to enhance the value of the Hartmarx estates. Hartmarx and its advisors will continue to work with all potential bidders to maximize value for the benefit of all stakeholders."
Moelis & Company LLC and FTI Consulting, Inc. are the company's financial advisors. Skadden, Arps, Slate, Meagher & Flom, LLP are the company's legal advisors.
On January 23, 2009, Hartmarx Corporation and 50 of its wholly-owned U.S. subsidiaries filed voluntary petitions for protection under chapter 11 of the United States Bankruptcy Code. Prior to court approval of the Agreement, there will be a competitive bidding process which is intended to achieve the highest possible value for the company's stakeholders.