Retail

Willkie has a broad range of experience in the retail industry.  We represent general and specialty merchandisers, including apparel, accessory and other retail companies  in an array of corporate transactions. We also advise investment bankers and investors in the financing of such companies and in advising on mergers and acquisitions among participants in the retail industry.

The firm has structured, negotiated and consummated private and public company acquisitions of companies in the retail industry, as well as structuring and negotiating joint ventures, license agreement and other strategic ventures.  We have also been actively involved in a variety of financing mechanisms for retail companies, including traditional public debt and equity offerings, Rule 144A transactions, and private placements.  The firm's representation of retail clients has also involved intellectual property issues, as well as litigation in a variety of contexts.

Willkie has a broad range of experience in the retail industry.  We represent general and specialty merchandisers, including apparel, accessory and other retail companies  in an array of corporate transactions. We also advise investment bankers and investors in the financing of such companies and in advising on mergers and acquisitions among participants in the retail industry.

Antitrust and Competition

  • eBay: Represent eBay in cross-jurisdictional regulatory matters.

    Men’s Wearhouse: Represented The Men’s Wearhouse in its acquisition of Jos. A. Bank.

    Rexel: Represent Rexel in acquisitions and antitrust issues across Europe.

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Business Reorganization and Restructuring

  • Barneys New York/Isithmar World: Represented Istithmar World, an investment arm of the government of Dubai, in a comprehensive financial restructuring which reduced Barneys long-term indebtedness by over $500 million.

    Brookfield/General Growth Properties: Represented Brookfield in the chapter 11 cases of General Growth Properties, a $30 billion REIT and the second-largest mall operator in the U.S., in its capacity as an initial DIP lender and plan funder. A Brookfield-led consortium and other add-on investors invested significant equity capital in General Growth to fund a standalone recapitalization of the debtor and also received, as bid protections, very favorable and ultimately highly profitable warrants.

    Brooks Fashion Stores, Inc.: Represented Brooks, a retail chain with approximately 530 mall-based stores offering moderately priced women’s clothes and accessories, and certain of its affiliates in chapter 11 cases in the United States District Court for the Southern District of New York.

    Hechinger Company: Represented Hechinger Company, the third largest home improvement chain, in all aspects of chapter 11 litigation, including claims objections, adversary proceedings to recover preferences and to compel turnover of estate property, contested matters concerning assumption and assignment of real estate leases, as well as all other matters of estate administration.

    The Leslie Fay Companies: Represented major creditors or creditors' committee members in the chapter 11 case of the designer and manufacturer of moderately priced women’s clothing for older women.

    Petrie Retail: Represented the women’s clothing store chain in chapter 11 proceedings.

    Spiegel Holdings, Inc.: Represented the apparel and home furnishings marketer (catalogs, specialty retail, outlet stores and e-commerce sites) as largest creditor and equity holder in the Spiegel chapter 11 case.

    Vivarte: Represented members of the ad hoc lender committee and anchor investors as part of the financial restructuring of the French fashion retailer Vivarte, marking the largest-ever fully consensual lender-led financial restructuring in France.

    Wal-Mart Stores, Inc.: Represented Wal-Mart in various bankruptcy, real estate, environmental and litigation matters.

    Woodward & Lothrop Holdings, Inc.: Represented the department store chain in chapter 11 proceedings.

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Executive Compensation and Employee Benefits

  • Abercrombie & Fitch: Senior executive/executive team representation.

    Burberry plc: Represented the senior executive/ executive team.

    The Children’s Place: Represented senior executive in connection with employment matters.

    Reebok: Provided senior executive representation in connection with employment matters.

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Litigation and Investigation

  • Carters, Inc.: Counsel to the trusted children’s clothing brand in connection with internal investigations relating to accounting and financial reporting practices and related SEC or DOJ investigations.

    Footstar, Inc. Securities Litigation: Represented defendant accounting firm in $65 million securities class actions, shareholder derivative litigation, and bankruptcy litigation arising out of accounting issues at shoe retailer Footstar.

    Francesca’s Holdings Corp. Securities Litigation: Successfully represented Goldman, Sachs & Co. and several other underwriters in the Francesca’s Holdings Corp. Securities Litigation. The Southern District of New York dismissed all of Plaintiff’s claims brought under the Securities Act of 1933 and the Exchange Act of 1934

    Hudson's Bay Company/Saks International: Represented Hudson's Bay in multi-forum shareholder litigation arising out of the Canadian retailer's $2.9 billion cross-border acquisition.

    In re J.Crew Shareholder Litigation: Represented CEO of JCrew in litigation arising out of $2.5 billion “going private” transaction.

    Just For Feet Securities Litigation: Represented defendant accounting firm in $1.1 billion securities class actions, Alabama state court proceedings, bankruptcy trustee litigation, and parallel SEC and Department of Justice investigations arising out of accounting issues at shoe and sportswear retailer Just For Feet.

    Kenneth Cole, Kenneth Cole Productions:  Obtained a victory for Kenneth Cole in case challenging going-private deal. Dismissing complaint in its entirety, and applying the business judgment rule, the court held that a controlling stockholder may act in its own economic interest in a going-private transaction.

    Peter J. Solomon Company/American Greetings; Cost Plus, Inc.: Represented financial advisor Peter J. Solomon Company in connection with shareholder litigation following announcement of the management buyout of American Greetings Corporation; and Cost Plus Inc.'s acquisition by Bed, Bath & Beyond, Inc.

    Swatch Group Management Services v. Bloomberg: Obtained victory for Bloomberg, court affirmed S.D.N.Y. ruling that “fair use” exemptions protect Bloomberg from allegations that it violated federal copyright law.

    Zavala v. Wal-Mart Stores, Inc.: Obtained decertification of a nationwide Fair Labor Standards Act putative class action and dismissal of RICO and false imprisonment claims against Wal-Mart in federal trial court, as well as an affirmance in the U.S. Court of Appeals.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • 3i/Amor Group/Gilde Buy Out Partners: Represented 3i in its sale of Amor Group, the German market leader for affordable precious jewelry, to Gilde Buy Out Partners.

    3i/Christ: Represented 3i in its acquisition of a majority stake in leading German jewelry and watch retailer Christ.

    Access Industries/C Wonder LLC: Represented Access Industries, Inc. in connection with its extension of a $100 million revolving loan facility to J. Christopher Burch, the co-founder of Tory Burch LLC.

    American Greetings Corporation: Represented Peter J. Solomon Company, financial advisor to the Special Committee of the Board of Directors of greeting card maker American Greetings, in its $878 million sale to the founding Weiss family in a going private transaction.

    Bed Bath & Beyond Inc./Cost Plus, Inc.: Represented Peter J. Solomon Company, financial advisor to discount home furnishing chain Cost Plus, in the $495 million acquisition of Cost Plus by national home goods retailer Bed Bath & Beyond.

    Bregal Freshstream/Radley: Represented Bregal Freshstream in its acquisition of iconic British handbag and accessories brand Radley.

    CEPL/ID Logistics: Advised CEPL shareholder Arcapita in the contemplated restructuring and subsequent sale of CEPL, a provider of automated solutions for retail order fulfillment, to ID Logistics, a contract logistics specialist company.  The firm’s work was recognized in 2014 by Option Finance as “M&A Deal of the Year.”

    Chico’s FAS, Inc./Boston Proper Inc.: Served as counsel to Peter J. Solomon Company, financial advisor to women's retailer Chico’s, on Chico’s $205 million all-cash acquisition of Boston Proper Inc., a privately held direct-to-consumer retailer of distinctive women’s apparel and accessories.

    Converse, Inc.: Involved in the sale of Converse, the sneaker company.

    Dolce Vita Holdings, Inc./Steve Madden: Represented Dolce Vita Holdings, Inc., a privately held footwear company, in its acquisition by Steve Madden, a leading designer and marketer of footwear and accessories.

    Doublemousse B.V. and Moussetrap/Ulta Salon, Cosmetics & Fragrance, Inc. (Ulta Beauty): Represented the selling shareholders, Doublemousse B.V. and Moussetrap, in their $676.2 million secondary offering of common stock of Ulta Beauty, a cosmetics retailer.

    EQT Expansion Capital II/Internetstores Holding GmbH: Represented EQT Expansion Capital II in the sale of Internetstores Holding GmbH to SIGNA Retail.  

    Generation Investment Management/Unilever: Generation Investment Management, a Seventh Generation shareholder, in connection with Seventh Generation’s acquisition by Unilever.

    GSO Capital Partners: Represented GSO Capital, one of the largest credit-focused alternative asset managers in the world and a lending affiliate of The Blackstone Group, in the arrangement of a $550 million second lien secured term loan facility to finance, in part, the acquisition of Belk, Inc. by private equity sponsor Sycamore Partners for approximately $2.7 billion. 

    Hampshire Group, Limited: Advised Hampshire Group, a leading U.S. provider of men’s sweaters, wovens and knits, and a designer and marketer of branded apparel on its M&A-related transactions with the following companies:

    • Hampshire Group, Limited/LF USA/KBL Group International Ltd.: Advised Hampshire on the sale of its entire women’s wear business through two transactions with different buyers, part to LF USA, a subsidiary of Hong Kong-headquartered multinational Li & Fung Limited, and the remainder to KBL Group International Ltd.
    • Rio Garment: Advised Hampshire on its $23 million acquisition of Rio Garment, a Honduras-based apparel manufacturer whose largest client is Aerospostale. The transaction—part cash, part stock and part assumption of liabilities—expanded Hampshire’s business, which was almost exclusively with department stores, into specialty stores.

    Hudson’s Bay Company: Represented Hudson’s Bay Company, the Canadian owner of Saks Fifth Avenue, Lord & Taylor and other leading department stores in the following:

    • in its €2.82 billion cross-border deal to acquire German department store chain Galeria Kaufhof, Galeria Inno (Belgian subsidiary) and Sportarena from METRO AG.
    • in its $250 million acquisition of leading online shopping destination Gilt.
    • in its $2.9 billion cross-border acquisition of iconic U.S. luxury retailer Saks Incorporated.
    • in the formation of HBS Global Properties, a real estate-focused joint venture with Simon Property Group valued at $1.8 billion, and in its subsequent sales of $533 million and $50 million of its equity in HBS.

    Jones Apparel Group: Advised Jones, a global designer, marketer and manufacturer of over 35 clothing, footwear and accessories brands, including Anne Klein, Jones New York, Gloria Vanderbilt, Kasper, Evan-Picone and l.e.i., among many others, on its public offering of 4.5 million shares of common stock.

    Kenneth Cole/Kenneth Cole Productions, Inc.: Represented fashion designer, Chairman and Chief Creative Officer of Kenneth Cole Productions, Inc., Kenneth Cole, in his acquisition of the company, a going-private transaction with a total enterprise value of  approximately $245 million.

    Lagardère Travel Retail/Paradies: Represented French airport shop operator Lagardère Travel Retail in its $530 million agreement to acquire Paradies, a leading airport travel retailer in North America, from private equity firm Freeman Spogli & Co, the Paradies family and other shareholders, creating the second-largest travel retailer in North America.

    Macquarie/Rossignol: Rpepresented Macquarie in its sale of iconic ski retailer Rossignol to a consortium including private equity firm Altor Equity Partners.

    Men’s Wearhouse/Joseph Abboud: Advised the company in its acquisition of JA Holding, Inc., the parent company of Joseph Abboud ®, the iconic American clothing brand.

    Men’s Wearhouse/Jos. A Bank: Represented The Men's Wearhouse in its acquisition of men’s retailer Jos. A. Bank Clothiers, Inc. for $65.00 per share in cash, or total consideration of $1.8 billion.  The deal, which ended  a six-month hostile takeover battle, results in a combined company that has more than 1,700 stores in the U.S., with approximately 23,000 employees.  Leading up to the deal, we also represented Men’s Wearhouse in its January 2014 bid of $1.6 billion ($57.50 per share) for Jos. A. Bank and in its nomination of two independent directors for Jos. A. Bank’s board of directors.  In February 2014, we represented Men’s Wearhouse in its increased bid of $1.78 billion ($63.50 per share) for Jos. A. Bank and in the commencement of its successful lawsuit to block Jos. A. Bank from its pending deal to acquire clothing retailer Eddie Bauer.  Additionally, in October 2013 we represented Men’s Wearhouse in its rejection of Jos. A. Bank’s $2.3 billion unsolicited buyout bid for Men’s Wearhouse. 

    Palamon Capital Partners/dress-for-less GmbH: Represented Palamon Capital Partners, a European mid-market private equity firm, in its sale of online retailer dress-for-less to strategic buyer Privalia VentaDirecta, a leading online sales club for fashion brands headquartered in Barcelona, Spain.

    Quelle Neckermann: Represented the German catalog retailer of fashion, furniture and arts in the takeover of its cargo and heavy consumer goods logistics by a subsidiary of Deutsche Post AG.

    The Sterling Group/Liqui-Box: Represented The Sterling Group in its sale of Liqui-Box Corporation to funds managed by Olympus Partners. 

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Other Significant Matters

  • Hudson’s Bay Company: Represented Hudson’s Bay Company in a $400 million mortgage refinancing of the Lord & Taylor flagship property in New York City.

    Hudson’s Bay: Represented Hudson’s Bay Company on its secured $1.9 billion global ABL revolving credit facility

    Insight Venture Partners: Advised on secured financing for its $624 million acquisition of Diligent Corporation

    Men’s Wearhouse: Advised the Board of Directors of specialty retailer of men's apparel Men’s Wearhouse in termination of Executive Chairman George Zimmer.

    Swatch Group Management Services v. Bloomberg: Obtained victory for Bloomberg, court affirmed S.D.N.Y. ruling that “fair use” exemptions protect Bloomberg from allegations that it violated federal copyright law.

    WP Glimcher: Represented WP Glimcher, a premier retail real estate investment trust (REIT) specializing in the ownership, management and development of shopping centers, in a new 5-year, $500 million term loan. The company used the proceeds to fully repay the remainder of its outstanding bridge loan that was used to finance its acquisition of Glimcher Realty Trust and for other general corporate purposes.

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