PICKERINGTON, Ohio,
Sept. 4, 2014 /PRNewswire/
-- Mill Road Capital ("Mill Road"), a private investment firm
focused on investing in publicly traded micro-cap companies, and
funds affiliated with Blackstone Tactical Opportunities
("Blackstone"), today announced the completion on September 3, 2014 of the going private
transaction contemplated by the previously announced Agreement and
Plan of Merger, dated May 1, 2014
involving the acquisition of R.G. Barry Corporation ("R.G. Barry"
or the "Company") by affiliates of Mill Road Capital and
Blackstone. As a result of the merger, R.G. Barry will become
a private company and, as of today, its common shares (NASDAQ: DFZ)
will no longer be publicly traded.
Mill Road Capital initially took a position in R.G. Barry's
common shares in January 2008. Over the years leading up to
Mill Road's September, 2013 offer to acquire 100% of R.G. Barry,
Mill Road had accumulated 1,093,189 shares of R.G. Barry, an
approximately 9.8% ownership stake.
Blackstone is participating as an equity investor in the
transaction alongside Mill Road Capital. R.G. Barry is now
approximately 50%-owned by Mill Road Capital and 48%-owned by
Blackstone, with the remaining 2% held by a consortium of
institutional investors.
Scott Scharfman, a Managing
Director of Mill Road Capital, stated, "We have been a public
shareholder of R.G. Barry for many years, and are excited to
welcome the new privately-held R.G. Barry to the Mill Road
family. We look forward to working with the great team at
R.G. Barry and with Blackstone to start an exciting new chapter in
R.G. Barry's history."
Naveen Bhatia of Blackstone
Tactical Opportunities added, "We believe that under a new, private
ownership structure, R.G. Barry can be more flexible and will be
better able to implement and execute its long-term strategic plan,
including its ongoing acquisition efforts, in order to build value
for the future. We are pleased to collaborate with the
terrific team at Mill Road Capital in this transaction and with the
first-rate management team and associates of R.G. Barry in the next
phase of growth of the Company."
"This is a great outcome for our public stockholders and for
R.G. Barry," said Greg Tunney, R.G.
Barry's President and Chief Executive Officer. "Whether it is
developing and improving our existing brands or adding new
accessory labels to our portfolio, our agility, access to capital
and sense of immediacy has multiplied many times today with the
tremendous resources and expertise available to us from our new
investors Mill Road and Blackstone."
Under the terms of the Merger Agreement, which was approved by
R.G. Barry's shareholders at a special meeting held on September 3, 2014, each of R.G. Barry's common
shares has been cancelled and converted into the right to receive
$19.00 in cash, without interest and
less any applicable withholding taxes, except for shares held by
(i) R.G. Barry and certain affiliates of Mill Road or their
subsidiaries, or (ii) a shareholder who has demanded, perfected and
not withdrawn or otherwise lost such holder's demand for appraisal
under Ohio law. R.G. Barry
shareholders of record as of the effective time of the merger that
are entitled to receive such consideration for their shares will
receive a letter of transmittal and instructions on how to
surrender their share certificates in exchange for the merger
consideration; shareholders should wait to receive the letter of
transmittal before surrendering their share certificates.
In addition to de-listing from the NASDAQ Global Select Market,
R.G. Barry has filed a Form 15 with the SEC, terminating its public
reporting obligations under the Securities Exchange Act of 1934, as
amended. As a result, R.G. Barry is no longer required to
file certain reports and forms (including Form 10-K, Form 10-Q and
Form 8-K) with the SEC.
Golub Capital arranged the debt financing in support of the
merger. Katten Muchin Rosenman LLP provided legal counsel to
Golub Capital. Mill Road Capital was advised by Foley Hoag LLP, its
legal counsel. Blackstone was advised by its legal counsel,
Paul Hastings LLP. R.G. Barry was advised by Peter J. Solomon
Company, L.P., its financial advisor, and Vorys, Sater, Seymour and
Pease LLP, its legal counsel.
About Mill Road Capital
Mill Road Capital is a private investment firm focused on
investing in and partnering with publicly traded micro-cap
companies in the U.S. and Canada.
The firm has flexible, long-term capital with the ability to
purchase shares in the open market, buy large block positions from
existing shareholders, provide capital for growth or acquisition
opportunities, or execute going-private transactions. The firm has
raised approximately $670 million of
aggregate equity capital commitments. More information can be
found at http://www.millroadcapital.com.
About Blackstone
Blackstone's Tactical Opportunities business employs an
opportunistic, multi-asset class investment strategy focused on
special situations investments. Tac Opps seeks to invest
globally in opportunities throughout the capital structure.
The strategy leverages the deep synergies and experience that exist
across Blackstone's leading alternative asset and advisory platform
to generate attractive opportunities.
Blackstone is one of the world's leading investment firms. We
seek to create positive economic impact and long-term value for our
investors, the companies we invest in, and the communities in which
we work. We do this by using extraordinary people and flexible
capital to help companies solve problems. Our asset management
businesses, with almost $300 billion
in assets under management, include investment vehicles focused on
private equity, real estate, public debt and equity, non-investment
grade credit, real assets and secondary funds, all on a global
basis. Blackstone also provides various financial advisory
services, including financial and strategic advisory, restructuring
and reorganization advisory and fund placement services. Further
information is available at www.blackstone.com. Follow Blackstone
on Twitter @Blackstone.
About R.G. Barry
R.G. Barry creates and markets great accessories brands and
fashionable, solution-oriented products that make life better. Its
primary brands include: Dearfoams slippers (dearfoams.com);
baggallini handbags, totes and travel accessories (baggallini.com);
and Foot Petals premium insoles and comfort products
(footpetals.com). To learn more, please visit
rgbarry.com.
SOURCE R. G. Barry Corporation