Schedule 13D/A

Filed by: LEMUR LLC
Total Shares: 6,250,000
Subject Company: AEROPOSTALE INC (XNYS TO: XNAS) - View Complete Ownership History Backtest
Filed as of Date: 03/14/2014
Event Date: 03/13/2014
Overall % Ownership: 7.96
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
-3.6021 -4.2882 -18.1818 -29.6741 -48.3705 1.3722 3 -62.2642 187

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Lemur LLC 0 6,250,000 0 6,250,000 6,250,000 7.96%
SP Investment Holdings, LP 0 6,250,000 0 6,250,000 6,250,000 7.96%
SP Investment Holdings Company 0 6,250,000 0 6,250,000 6,250,000 7.96%
Sycamore Partners (AIV), LP 0 6,250,000 0 6,250,000 6,250,000 7.96%
Sycamore Partners UBIT (AIV), LP 0 6,250,000 0 6,250,000 6,250,000 7.96%
Sycamore Partners ECI (AIV), LP 0 6,250,000 0 6,250,000 6,250,000 7.96%
Sycamore Partners GP, LLC 0 6,250,000 0 6,250,000 6,250,000 7.96%
Sycamore Partners MM, LLC 0 6,250,000 0 6,250,000 6,250,000 7.96%
Stefan L Kaluzny 0 6,250,000 0 6,250,000 6,250,000 7.96%
View Original Filing on Edgar's

Raw Filing Contents

0001104659-14-019570.txt : 20140314
0001104659-14-019570.hdr.sgml : 20140314
20140314083030
ACCESSION NUMBER:		0001104659-14-019570
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20140314
DATE AS OF CHANGE:		20140314
GROUP MEMBERS:		SP INVESTMENT HOLDINGS CO
GROUP MEMBERS:		SP INVESTMENT HOLDINGS, L.P.
GROUP MEMBERS:		STEFAN L. KALUZNY
GROUP MEMBERS:		SYCAMORE PARTNERS (AIV), L.P.
GROUP MEMBERS:		SYCAMORE PARTNERS ECI (AIV), L.P.
GROUP MEMBERS:		SYCAMORE PARTNERS GP, L.L.C.
GROUP MEMBERS:		SYCAMORE PARTNERS MM, L.L.C.
GROUP MEMBERS:		SYCAMORE PARTNERS UBIT (AIV), L.P.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AEROPOSTALE INC
		CENTRAL INDEX KEY:			0001168213
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-APPAREL & ACCESSORY STORES [5600]
		IRS NUMBER:				311443880
		FISCAL YEAR END:			0201

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-78360
		FILM NUMBER:		14692864

	BUSINESS ADDRESS:	
		STREET 1:		1371 BROADWAY
		STREET 2:		8TH FL.
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10018
		BUSINESS PHONE:		2126464885

	MAIL ADDRESS:	
		STREET 1:		1371 BROADWAY
		STREET 2:		8TH FL.
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10018

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Lemur LLC
		CENTRAL INDEX KEY:			0001586782
		IRS NUMBER:				800839005
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		9 WEST 57TH STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019
		BUSINESS PHONE:		212-796-8500

	MAIL ADDRESS:	
		STREET 1:		9 WEST 57TH STREET
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10019

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Hummingbird LLC
		DATE OF NAME CHANGE:	20130913
SC 13D/A 1 a14-8118_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

(Rule 13d-101)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

Aéropostale, Inc.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

007865108

(CUSIP Number)

 

R. Cabell Morris Jr., Esq.

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, IL 60601

312-558-5609

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 13, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Lemur LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.

 

2



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
SP Investment Holdings, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
PN

 


(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.

 

3



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
SP Investment Holdings Company

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Cayman Islands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.

 

4



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners (AIV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
PN

 


(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.

 

5



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners UBIT (AIV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
PN

 


(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.

 

6



 

CUSIP No.   007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners ECI (AIV), L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
PN

 


(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.

 

7



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners GP, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
NA

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.

 

8



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Sycamore Partners MM, L.L.C.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
NA

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
OO

 


(1) Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.

 

9



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

 

1

Name of Reporting Person
Stefan L. Kaluzny

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
NA

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o

 

 

6

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
6,250,000

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
6,250,000

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
6,250,000

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares  o

 

 

13

Percent of Class Represented by Amount in Row (11)
7.96% (1)

 

 

14

Type of Reporting Person
IN

 


(1)         Calculated based on 78,493,719 shares of the Common Stock, $0.01 par value, of Aéropostale, Inc., outstanding as of November 29, 2013, as reported in Aéropostale, Inc.’s quarterly report on Form 10-Q for the quarterly period ended November 2, 2013.

 

10



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

Item 1.           Security and Issuer

 

This statement constitutes Amendment No. 2 to the Schedule 13D relating to the common stock, par value $0.01 per share (the “Common Stock”), of Aéropostale, Inc., a Delaware corporation (the “Issuer”) and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on September 17, 2013 (the “Initial Schedule 13D”) and Amendment No. 1 to the Initial Schedule 13D filed on October 11, 2013. The principal executive offices of the Issuer are located 112 W. 34th Street, New York, New York 10120.

 

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

 

Item 4.           Purpose of Transaction

 

Item 4 is hereby amended by adding the following:

 

As part of certain proposed loan and sourcing arrangements between the Issuer and certain affiliates of the Reporting Persons (“Sycamore Affiliates”) announced by the Issuer on March 13, 2014, the Issuer has agreed to issue to Sycamore Affiliates convertible preferred stock that would give Sycamore Affiliates the right to acquire up to 5.0% of the Issuer’s Common Stock at a conversion price of $7.25, the closing price of Common Stock as of March 12, 2014.  Combined with the Reporting Persons’ current ownership of the Issuer’s outstanding Common Stock, upon the issuance of the convertible preferred stock, the Reporting Persons’ ownership on an as – converted basis would increase to approximately 12.3% of the Issuer’s outstanding Common Stock.

 

In addition, the Issuer has agreed to provide Sycamore Affiliates the right to appoint two directors to the Issuer’s Board of Directors following the closing of this transaction.  One of the two Board appointees is anticipated to be Stefan Kaluzny, a managing director at Sycamore Partners. In addition, a third independent member would be appointed to the Issuer’ board upon the mutual agreement of the Issuer and Sycamore Affiliates.

 

The foregoing arrangements are subject to customary conditions, including the requirement that the parties negotiate and execute definitive documentation.  There can be no assurance that the conditions will be satisfied or, if so, when.

 

The Issuer released a press release regarding the foregoing arrangements on March 13, 2014.

 

Item 5.           Interest in Securities of the Issuer

 

Item 5 is hereby amended by amending and restating the first and second paragraphs as follows:

 

(a), (b) Based upon the Issuer’s quarterly report on Form 10-Q for the quarterly period ended November 29, 2013, there were 78,493,719 shares of the Common Stock outstanding as of November 2, 2013.

 

Based on the foregoing, as of March 13, 2014, the Reporting Persons collectively may be deemed to beneficially own 6,250,000 shares of the Common Stock, which represents approximately 7.96% of the shares of the Common Stock issued and outstanding. Such 6,250,000 shares of the Common Stock (the “Subject Shares”) are directly owned by Lemur.

 

Item 6.           Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is hereby amended and restated as follows:

 

The information provided in Item 4 is incorporated by reference to this Item 6.

 

Item 7.           Material to be Filed as Exhibits

 

Item 7 is hereby amended by adding the following:

 

99.3                        Press release issued by Aéropostale, Inc. on March 13, 2014.

 

11



 

CUSIP No.  007865108

SCHEDULE 13D

 

 

SIGNATURES

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: March 13, 2014

 

 

LEMUR LLC

 

 

 

 

By:

SP Investment Holdings L.P.

 

 

its Managing Member

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

 

its General Partner

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

Stefan L. Kaluzny

 

 

Managing Member

 

 

 

 

SP INVESTMENT HOLDINGS L.P.

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

12



 

 

 

its General Partner

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

Stefan L. Kaluzny

 

 

Managing Member

 

 

 

 

SP INVESTMENT HOLDINGS COMPANY

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

Stefan L. Kaluzny

 

 

its Sole Director

 

 

 

 

SYCAMORE PARTNERS (AIV), L.P.

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

 

its General Partner

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

13



 

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

Stefan L. Kaluzny

 

 

Managing Member

 

 

 

 

SYCAMORE PARTNERS UBIT (AIV), L.P.

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

 

its General Partner

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

Stefan L. Kaluzny

 

 

Managing Member

 

 

 

 

SYCAMORE PARTNERS ECI (AIV), L.P.

 

 

 

 

By:

Sycamore Partners GP, L.L.C.

 

 

its General Partner

 

14



 

 

By:

Sycamore Partners MM, L.L.C.

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

Stefan L. Kaluzny

 

 

Managing Member

 

 

 

 

SYCAMORE PARTNERS GP, L.L.C.

 

 

 

 

By:

Sycamore Partners MM, L.L.C.

 

 

its Managing Member

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

Stefan L. Kaluzny

 

 

Managing Member

 

 

 

 

SYCAMORE PARTNERS MM, L.L.C.

 

 

 

 

By:

/s/ Stefan L. Kaluzny

 

 

Stefan L. Kaluzny

 

15



 

 

 

Managing Member

 

 

 

 

 

/s/ Stefan L. Kaluzny

 

 

STEFAN L. KALUZNY

 

16


EX-99.3 2 a14-8118_1ex99d3.htm EX-99.3

99.3

 

Aeropostale Enters Into Commitment Letter With Affiliates of Sycamore Partners for Strategic Partnership and $150 Million Financing

 

NEW YORK, March 13, 2014 — Aeropostale, Inc. (NYSE: ARO), a mall-based specialty retailer of casual apparel for young women and men, today announced that it has signed a commitment letter with Sycamore Partners and its affiliates for a strategic partnership and $150 million in senior secured credit facilities. The senior secured credit facilities will consist of a five-year $100 million term loan facility and a ten-year $50 million term loan facility that includes a sourcing arrangement with MGF Sourcing, an affiliate of Sycamore Partners.

 

Under the terms of the commitment letter, Aeropostale will also issue convertible preferred stock to Sycamore Partners. The convertible preferred stock gives Sycamore Partners the right to acquire up to 5% of the Company’s common stock at an exercise price of $7.25, the closing price of the Company’s common stock on March 12, 2014. Combined with Sycamore Partners’ current ownership of Aeropostale’s outstanding common stock, Sycamore Partners’ ownership on an as-converted basis would increase to approximately 12.3% of the Company’s outstanding common stock.

 

The new strategic sourcing partnership with MGF Sourcing significantly diversifies Aeropostale’s apparel production, and all of the Company’s sourcing orders will continue to be awarded through a competitive bidding process. The sourcing partnership will result in Aeropostale’s commitment to complete minimum merchandise purchases each year for ten years. As the Company fulfills its minimum purchase requirements under the sourcing partnership, all amortization payments of the associated facility will be fully rebated.

 

Stefan Kaluzny, a managing director at Sycamore Partners, will be joining Aeropostale’s Board of Directors upon the closing of this transaction. In addition to Mr. Kaluzny, Sycamore Partners will receive the right to appoint one additional member to the board, with a third independent appointee to be mutually agreed upon by Aeropostale and Sycamore Partners. The Board of Directors will increase from 11 to 12 members.

 

Thomas P. Johnson, Chief Executive Officer of Aeropostale, commented, “We look forward to working with Stefan and the Sycamore Partners team, and to the valuable retail and operational expertise they bring to Aeropostale. The terms of our commitment letter with Sycamore Partners are very attractive and provide us with significantly improved financial flexibility backed by their substantial knowledge of the retail industry. Once the arrangement is in place, we will have additional runway to continue to implement our merchandising, marketing and operational strategies designed to reposition the Aeropostale brand. Further, the arrangement will enable us to diversify and augment our already powerful sourcing base with MGF Sourcing, which we believe will offer opportunities to further optimize our supply chain. We strongly believe that our strategy is the correct one to drive long-term value for shareholders.”

 

Mr. Kaluzny stated, “As demonstrated by our firm’s significant existing equity ownership in Aeropostale, as well as this new strategic partnership and financing, we believe there is tremendous value in Aeropostale’s business. We look forward to partnering with the Company’s other Board members and management team to help Aeropostale realize the full potential of its brand.”

 

Karin Hirtler-Garvey, Chairperson of the Board of Aeropostale, commented, “We are pleased to enter a strategic partnership with Sycamore Partners and look forward to the fresh insights and contributions we expect they will bring to Aeropostale’s business. Sycamore Partners possesses deep expertise in the retail industry as well as many years of experience supporting companies in achieving their growth objectives. The strategic sourcing partnership and financing by affiliates of Sycamore Partners will bring

 

1



 

an infusion of capital and more strongly positions Aeropostale, enabling the Company’s management team to continue executing key strategic initiatives to turn around the business and generate long-term value for shareholders.”

 

The effective blended cost of capital for the combined $150 million financing is approximately 6.7%, resulting from a 10% interest rate on the $100 million facility and a 0% net effective cost of capital on the $50 million facility. With respect to the $100 million facility, up to 50% of the interest can be paid-in-kind during the first three years and up to 20% can be paid-in-kind during the final two years. Sycamore Partners’ senior secured credit facilities will be secured by a second priority security interest in all current assets of the Company and its certain subsidiaries that are pledged already for the benefit of Aeropostale’s revolving credit facility lenders, and a first priority security interest in the Company and its certain subsidiaries’ remaining fixed assets.

 

Aeropostale retained Barclays as its exclusive financial advisor and placement agent to explore investment and financing alternatives. The commitment letter with Sycamore Partners and its affiliates announced today was the culmination of that review process. Weil, Gotshal & Manges LLP served as legal advisor to Aeropostale.

 

The commitment letter includes customary conditions, including the requirement that the parties negotiate and execute definitive documentation. There can be no assurance that the conditions will be satisfied or, if so, when.

 

Additional information regarding the commitment letter can be obtained in the Company’s Form 8-K to be filed with the Securities and Exchange Commission.

 

About Aeropostale, Inc.

 

Aeropostale®, Inc. is a primarily mall-based, specialty retailer of casual apparel and accessories, principally targeting 14 to 17 year-old young women and men through its Aeropostale® stores and 4 to 12 year-old kids through its P.S. from Aeropostale® stores. The Company provides customers with a focused selection of high quality fashion and fashion basics at compelling values in an innovative and exciting store environment. Aeropostale® maintains control over its proprietary brands by designing, sourcing, marketing and selling all of its own merchandise. Aeropostale® products can only be purchased in Aeropostale® stores and online at www.aeropostale.com. P.S. from Aeropostale® products can be purchased in P.S. from Aeropostale® stores and online at www.ps4u.com and www.aeropostale.com. The Company currently operates 864 Aeropostale® stores in 50 states and Puerto Rico, 78 Aeropostale stores in Canada and 151 P.S. from Aeropostale® stores in 31 states and Puerto Rico. In addition, pursuant to various licensing agreements, our licensees currently operate 99 Aeropostale® locations and one Aeropostale® and P.S. from Aeropostale® store in the Middle East, Asia, Europe, and Latin America. On November 13, 2012, Aeropostale, Inc. acquired substantially all of the assets of online women’s fashion footwear and apparel retailer GoJane.com, Inc. Based in Ontario, California, GoJane.com focuses primarily on fashion footwear, with a select offering of contemporary apparel and other accessories.

 

About Sycamore Partners

 

Sycamore Partners is a private equity firm based in New York. Sycamore raised its first fund in 2011 with more than $1 billion in commitments from leading foundations, endowments, family offices, pension and sovereign wealth investors. Sycamore specializes in consumer and retail-related investments and its strategy is to partner with established management teams to improve the operating performance of their businesses. The firm’s investment portfolio currently includes Hot Topic, Inc.; The Talbots, Inc.; MGF Sourcing; and Pathlight Capital. For more information, please visit

 

2



 

www.SycamorePartners.com.

 

About MGF Sourcing

 

MGF Sourcing is one of the largest apparel sourcing, manufacturing, and supply chain companies in the world. Formerly part of L Brands, MGF Sourcing received a controlling investment from Sycamore Partners in November 2011. With more than 40 years of experience and over 700 skilled associates worldwide, MGF Sourcing is proud to be the sourcing and production partner to some of the world’s best apparel brands.

 

SPECIAL NOTE: THIS PRESS RELEASE AND ORAL STATEMENTS MADE FROM TIME TO TIME BY REPRESENTATIVES OF THE COMPANY CONTAIN CERTAIN “FORWARD-LOOKING STATEMENTS” MADE IN RELIANCE UPON THE SAFE HARBOR PROVISIONS OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, CONCERNING EXPECTATIONS FOR SALES, STORE OPENINGS, GROSS MARGINS, EXPENSES, STRATEGIC DIRECTION AND EARNINGS. ACTUAL RESULTS MIGHT DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO MATERIALLY DIFFER INCLUDE, CHANGES IN THE COMPETITIVE MARKETPLACE, INCLUDING THE INTRODUCTION OF NEW PRODUCTS OR PRICING CHANGES BY OUR COMPETITORS, CHANGES IN THE ECONOMY AND OTHER EVENTS LEADING TO A REDUCTION IN DISCRETIONARY CONSUMER SPENDING; SEASONALITY; RISKS ASSOCIATED WITH CHANGES IN SOCIAL, POLITICAL, ECONOMIC AND OTHER CONDITIONS AND THE POSSIBLE ADVERSE IMPACT OF CHANGES IN IMPORT RESTRICTIONS; RISKS ASSOCIATED WITH UNCERTAINTY RELATING TO THE COMPANY’S ABILITY TO IMPLEMENT ITS GROWTH STRATEGIES, AS WELL AS THE OTHER RISK FACTORS SET FORTH IN THE COMPANY’S FORM 10-K AND QUARTERLY REPORTS ON FORM 10-Q, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES.

 

Company Contact:
Susan Lewis/VP, Investor & Media Relations
(646) 364-0215 or slewis@aeropostale.com

 

Media Contact:
Leigh Parrish, FTI Consulting
(212) 850-5651 or
leigh.parrish@fticonsulting.com

 

Sycamore Partners Contact:
Michael Freitag or Blair Fasbender
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449

 

3


WhaleWisdom Logo

Elevate your investments