Belk, Inc., the nation's largest family owned and
operated fashion department store company, on August 24, 2015 announced that it
has entered into a definitive merger agreement whereby investment funds managed
by New York-based private equity firm Sycamore Partners will acquire 100% of
Belk in a transaction with an estimated enterprise value at closing of
approximately $3.0 billion. Under the terms of the merger agreement, all Belk
stockholders will receive $68.00 per share in cash for each share of Belk common
stock they own.
Charlotte, N.C.-based Belk, Inc. (www.belk.com) is the
nation's largest family owned and operated department store company with close
to 300 Belk stores located in 16 Southern states and a growing digital presence.
Tim Belk, chairman and chief executive officer of Belk, Inc.,
said, "We are delighted to have found a financial partner that sees what we see
in Belk: a 127-year-old brand that remains relevant today with exceptional
customer loyalty in small, medium and large cities throughout the South. We plan
to grow Belk by executing our current strategic initiatives and undertaking new
growth initiatives together with Sycamore. This transaction is an
across-the-board win for our stakeholders."
Stefan Kaluzny, Managing Director of Sycamore Partners, said,
"We have great respect for Belk's management team and associates, its deeply
rooted brand, its footprint of stores and its growing online presence. Belk is
exactly the kind of investment we look for: an outstanding brand with a proven
success formula and the potential for further growth."
Under the terms of the transaction, Tim Belk will remain CEO
of Belk and the company will continue to be headquartered in Charlotte.
The merger agreement was unanimously approved by Belk's board
of directors. The merger is subject to certain customary conditions, including
the receipt of regulatory and stockholder approval, and is expected to be
completed in the fourth quarter of calendar 2015.
Certain Belk stockholders have agreed to vote shares owned or
controlled by them representing, in the aggregate, a majority of the voting
power of Belk's shares, in favor of the transaction.
Goldman, Sachs & Co. is acting as financial advisor and
King & Spalding LLP is acting as legal advisor to Belk. BofA Merrill Lynch
is acting as financial advisor and Kirkland & Ellis LLP is acting as legal
advisor to Sycamore Partners.
Important Additional Information Regarding the Merger Will Be
Filed With The SEC
In connection with the proposed merger, Belk, Inc. will file
with the Securities and Exchange Commission (the "SEC") and furnish to its
stockholders a proxy statement and other relevant documents. BEFORE MAKING ANY
VOTING DECISION, BELK, INC.'S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Investors will be able to obtain a free copy of the proxy
statement, when available, and other relevant documents filed by Belk, Inc. with
the SEC at the SEC's website at www.sec.gov. In addition, investors may obtain
a free copy of the proxy statement, when available, and other relevant documents
from Belk, Inc.'s website at www.belk.com or by directing a request to: Belk,
Inc., 2801 West Tyvola Road, Charlotte, NC 28217, ATTN: Investor Relations
704-357-1000.
Participation in the Solicitation
Belk, Inc. and its directors, executive officers and certain
other members of management and employees of Belk, Inc. may be deemed to be
"participants" in the solicitation of proxies from the stockholders of Belk,
Inc. in connection with the proposed merger. Information regarding the
interests of the persons who may, under the rules of the SEC, be considered
participants in the solicitation of the stockholders of Belk, Inc. in connection
with the proposed merger, which may be different than those of Belk, Inc.'s
stockholders generally, will be set forth in the proxy statement and the other
relevant documents to be filed with the SEC. Stockholders can find information
about Belk, Inc. and its directors and executive officers and their ownership of
Belk, Inc.'s common stock in Belk, Inc.'s annual report on Form 10-K for the
fiscal year ended January 31, 2015, which was filed with the SEC on April 14,
2015, and in its definitive proxy statement for its most recent annual meeting
of stockholders, which was filed with the SEC on April 23, 2015, and in Forms 4
of directors and executive officers filed with the SEC. Additional information
regarding the interests of such individuals in the proposed merger will be
included in the proxy statement relating to the merger when it is filed with the
SEC. These documents may be obtained free of charge from the SEC's website at
www.sec.gov and Belk, Inc.'s website at www.belk.com.
About Belk, Inc.
Charlotte, N.C.-based Belk, Inc. is the nation's largest family owned
and operated department store company with close to 300 Belk stores located in
16 Southern states and a growing digital presence. Its belk.com website offers a
wide assortment of national brands and private label fashion apparel, shoes and
accessories for the entire family along with top name cosmetics, a wedding
registry and a large selection of quality merchandise for the home. Founded in
1888 by William Henry Belk in Monroe, N.C., the company is in the third
generation of Belk family leadership and has been committed to community
involvement since its inception. In the fiscal year ended January 31, 2015, the
company and its associates, customers and vendors donated more than $21.5
million to communities within Belk market areas.
Belk offers many ways to connect via digital and social
media, including Facebook, Pinterest, Twitter, YouTube, Google Plus and Belk
Blog, and provides exclusive offers, fashion updates, sales notifications and
coupons via email or mobile phone text messages. Customers can also download the
latest Belk mobile apps for the iPad, iPhone or Android.
About Sycamore Partners
Sycamore Partners is a private equity firm based in New York
specializing in consumer and retail investments. The firm has more than $3.5
billion in capital under management. The firm's strategy is to partner with
management teams to improve the operating profitability and strategic value of
their businesses. The firm's investment portfolio currently includes
Aeropostale, Coldwater Creek, EMP Merchandising, Hot Topic, the Kasper Group,
Kurt Geiger, MGF Sourcing, Nine West Holdings, Pathlight Capital, Talbots and
Torrid.
Learn more about clothing stores similar to Belk in our department store
section.
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