- Transformative transaction creates
Differential Brands Group Inc. (NASDAQ:DFBG), a new public platform
focusing on branded operating companies in the premium consumer
space
- Transaction sponsored by Tengram
Capital Partners with $50 million preferred security
investment
- William Sweedler to serve as Chairman
and Michael Buckley to lead Company as Chief Executive Officer
- Total merger consideration to Robert
Graham equity holders based on pre-closing per share valuation of
$0.37 per share (or $11.16 following a 1-for-30 reverse stock split
approved in connection with the transaction)
Joe’s Jeans Inc. (NASDAQ:JOEZ) (the “Company”), today announced
the completion of a merger combining Hudson Jeans and Robert
Graham, pursuant to an Agreement and Plan of Merger dated September
8, 2015. Concurrent with the closing of the transaction, the
Company has been renamed Differential Brands Group Inc.
(“Differential”) and will remain publicly listed on NASDAQ under
the ticker DFBG. The name change signifies the transformation of
the standalone Hudson Jeans and Robert Graham businesses into a
unified consumer platform.
The strategic combination of Hudson Jeans and Robert Graham will
serve as the initial foundation for Differential, which will focus
on organically growing its owned brands through a global,
omni-channel distribution strategy across premium wholesale
channels, direct-to-consumer retail stores and e-commerce, while
seeking opportunities to acquire accretive, complementary, premium
brands.
Michael Buckley, current Chief Executive Officer of Robert
Graham, who has previous public company leadership experience at
True Religion, in addition to experience at Diesel and Ben Sherman,
will lead Differential as Chief Executive Officer. Mr. Buckley
stated, “I believe Differential is uniquely positioned to become
one of the foremost premium omni-channel brand platforms in the
world, and I am thrilled with the opportunity to lead the company
as Chief Executive Officer and to work closely with the Board of
Directors and Tengram Capital Partners in the years to come.”
Mr. Sweedler, Co-Founder and Managing Partner of Tengram Capital
Partners, added, “Tengram is thrilled to sponsor this unique
transaction and to have the opportunity to create a new
transformative public platform focused on wholesale operating
companies with strong brands that possess the potential to grow
through global omni-channel distribution.” Mr. Sweedler further
added, “We believe Differential fills a void in the U.S. public
market landscape by focusing exclusively on brands that develop
products for consumers shopping at premium retailers. Additionally,
we believe that Differential will be able to offer retail customers
a unique, one-stop resource for their diverse in-store brand needs.
Our playbook calls for Differential to build its existing brands
organically and for the company to pursue complementary
acquisitions with strong accretion metrics both financially and
operationally.”
About Robert Graham
Robert Graham is 'American Eclectic.' Since its launch in 2001,
Robert Graham was created on the premise of introducing
sophisticated, eclectic style to the fashion market as an
American-based company with an intention of inspiring a global
movement. Robert Graham operates freestanding stores in 30
locations nationwide. The brand also sells at luxury department
stores and boutiques, and it has showrooms located in New York
City, Los Angeles, Dallas, Toronto, Montreal, and Vancouver. In
2014, Robert Graham received the "Menswear Brand of the Year" award
from the American Apparel & Footwear Association. Additional
information can be found at: www.robertgraham.us.
About Hudson Jeans
Hudson Jeans designs, produces and sells apparel and
apparel-related products to the retail and premium markets under
the Hudson® brand and related trademarks. Additional information
can be found at: www.hudsonjeans.com.
About Tengram Capital Partners
Tengram Capital Partners is a private equity firm that focuses
exclusively on leading consumer and retail companies that own
strong recognizable brands. The team has a diverse background of
consumer investing and operating expertise that assists and guides
company management to unlock the true potential of their brand.
Tengram invests in both traditional "growth" and
"restructuring/turnaround" situations in either the public or
private sectors. Previous and current investments for Tengram and
its predecessor investment entity, Windsong Brands, LLC, include
Sequential Brands Group, Cos Bar, Zanella, This Works, Luciano
Barbera, Tommie Copper, Active Ride Shop, DevaCurl, Laura Geller
Beauty, NEST Fragrances, Robert Graham, Joe Boxer, Joe's Jeans,
Field & Stream, and Design Within Reach. Additional information
can be found at: www.tengramcapital.com.
This release contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. The matters discussed in
this news release involve estimates, projections, goals, forecasts,
assumptions, risks and uncertainties that could cause actual
results or outcomes to differ materially from those expressed in
the forward-looking statements. All statements in this news release
that are not purely historical facts are forward-looking
statements, including statements containing the words “may,”
“will,” “expect,” “anticipate,” “intend,” “estimate,” “continue,”
“believe,” “plan,” “project,” “will be,” “will continue,” “will
likely result” or similar expressions. Any forward-looking
statement inherently involves risks and uncertainties that could
cause actual results to differ materially from the forward-looking
statements. Factors that would cause or contribute to such
differences include, but are not limited to: the impact of the
merger on the Company’s stock price, the anticipated benefits of
the merger on its financial results, business performance and
product offerings, the Company’s ability to successfully integrate
Robert Graham business and realize cost savings and any other
synergies, the risk that the credit ratings of the combined company
or its subsidiaries may be different from what the Company expects,
continued acceptance of our product, product demand, competition,
capital adequacy, general economic conditions and the potential
inability to raise additional capital if required; the risk that
the Company will be unsuccessful in gauging fashion trends and
changing customer preferences; the risk that changes in general
economic conditions, consumer confidence, or consumer spending
patterns will have a negative impact on the Company’s financial
performance; the highly competitive nature of the Company’s
business in the United States and internationally and its
dependence on consumer spending patterns, which are influenced by
numerous other factors; the Company’s ability to respond to the
business environment and fashion trends; continued acceptance of
the Company’s brands in the marketplace; and other risks. The
Company discusses certain of these factors more fully in its
additional filings with the SEC, including its last annual report
on Form 10-K and quarterly report on Form 10-Q filed with the SEC,
and this release should be read in conjunction with those reports,
together with all of the Company’s other filings, including current
reports on Form 8-K, through the date of this release. The Company
urges you to consider all of these risks, uncertainties and other
factors carefully in evaluating the forward-looking statements
contained in this release.
Any forward-looking statement is based on information current as
of the date of this document and speaks only as of the date on
which such statement is made, and the Company undertakes no
obligation to update these statements to reflect events or
circumstances after the date on which such statement is made.
Readers are cautioned not to place undue reliance on
forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20160128006595/en/
Differential Brands Group Inc.Investor RelationsHamish Sandhu,
323-837-3700 x 304
Differential Brands Group Inc. (NASDAQ:DFBG)
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