Eddie Baur’s official press release on bankruptcy filing with Securites and Exchange Commission:
SEATTLE, June 17, 2009 – Eddie Bauer Holdings, Inc. (NASDAQ: EBHI) (“the Company”) today announced that it has voluntarily initiated proceedings under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court in Delaware and under the Companies’ Creditors Arrangement Act (CCAA) in Canada in the Ontario Superior Court of Justice (Commercial List), and is pursuing a sale process under Section 363 of the Bankruptcy Code and under the CCAA.
The Company has entered into an asset purchase agreement with an affiliate of CCMP Capital Advisors, LLC (“CCMP Capital”) to buy the Company’s assets through a bankruptcy process, subject to an auction and Bankruptcy Court approval, for $202 million in cash, with working capital and similar adjustments. CCMP Capital, a global private equity firm with significant experience in the retail and consumer sectors, intends to operate the business as a going concern with little or no long-term debt. CCMP Capital has agreed to:
– Keep the majority of the stores open and retain the majority of the employees;
-Support Company motions to maintain critical vendor relationships and payments; and
– Support Company motions to honor gift cards and the Company’s loyalty reward program.
The sale process is expected to enable a sale of the business to CCMP Capital or any higher and better bidder approved by the Court on an accelerated basis, thereby transforming the business into a financially stronger entity with substantially less debt and a better position for the future. The Company currently anticipates completing the sale process in 60 days or less.
All of the Company’s operations, including its 371 stores, catalog operations and its online sites (www.eddiebauer.com and www.firstascent.com) are open and serving customers. The Company plans to conduct business as usual through the process and has asked for court approval to continue paying product vendors and employees as usual. The Company intends to honor customer gift cards, returns and loyalty program points.
Neil Fiske, President and Chief Executive Officer of Eddie Bauer, said, “Eddie Bauer is a good company with a great brand and a bad balance sheet. This process will allow the business to emerge with far less debt, positioned for growth as the economy recovers and as our new products gain traction. We expect this process to be completed very quickly, protecting our employees and critical vendor partners every step of the way.
“We have made good progress on our turnaround strategy of returning Eddie Bauer to its heritage as an active outdoor brand and have exciting new product launches on the way to market, including First Ascent, our return to expedition-grade outerwear and gear. Unfortunately, a crushing debt burden placed on the Company from the Spiegel reorganization in 2005, combined with the severe, prolonged recession, have left us with no choice but to use this process to reduce the debt load on the business.” For additional background, a statement from Mr. Fiske is attached.
The Company has secured a commitment from its existing revolving credit lenders, Bank of America, N.A., GE Capital Corporation and CIT Group/Business Credit, Inc. for so-called Debtor-in-Possession (DIP) financing of $90 on an interim basis and $100 million based on final court order, which it believes will provide ample liquidity to meet its ongoing obligations during the sale process.
In April 2009, the Company negotiated an amendment with its senior term loan lenders that provided short-term relief on its loan covenants. The Company explored various paths for restructuring its balance sheet, but was ultimately unable to reach an agreement.
The Company has filed customary “First Day” motions seeking Bankruptcy Court approval of various types of relief designed to support its employees, customers and suppliers during the sale process, including motions to allow the Company to continue to pay suppliers under normal terms for goods and services; to pay its employees in the usual manner and to continue without disruption their primary benefits; and to continue the Company’s customer programs including its gift card, merchandise return, Friends and other programs.
The Company’s legal advisor is Latham & Watkins LLP; its financial advisor is Peter J. Solomon Company; and its restructuring advisor is Alvarez & Marsal. CCMP Capital’s legal advisor is Weil, Gotshal & Manges LLP.
Additional information on the restructuring is available on the Company’s website at http://investors.eddiebauer.com.
