Jones Apparel agrees to sell Barneys NY to Istithmar
23 Jun '07
3 min read
The transaction will not result in a default under, or obligation to redeem or repurchase, any of the Company's senior notes.
The transaction, which is expected to close in the third quarter of 2007, is subject to certain customary conditions, including the expiration or early termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act.
Under the terms of the definitive agreement with Istithmar, Jones is permitted to entertain unsolicited proposals from third parties to acquire Barneys. Any such third party proposal would have to be made by July 22, 2007 and all due diligence and negotiations with a third party would have to be completed by August 11, 2007.
Under the terms of the definitive agreement, Jones remains permitted to entertain proposals from third parties to acquire all of Jones (including Barneys). In this circumstance, due diligence and negotiations would also have to be completed by August 11, 2007.
In either case Jones would be required to pay a termination fee prior to terminating its agreement with Istithmar. The termination fee would be $20.6 million if Jones terminates the Istithmar agreement on or prior to July 22, 2007 and $22.7 million if Jones terminates after July 22, 2007.
The detailed terms and conditions relating to these rights of Jones are contained in the definitive agreement regarding the sale of Barneys, which the Company will publicly file with the SEC.
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