Private equity firm Apax Partners is taking retailer Rue21 Inc. (Nasdaq: RUE) private in a $1.1 billion deal.
The purchase price works out to $42 per share in cash. Rue’s shares closed at $34.12 on May 22, before the deal was announced, and were trading at about $41.90 mid-day on May 23, the day the deal was announced. Apax is reportedly paying 9.2 times Ebitda.
Warrendale, Pa.-based Rue sells men’s and women’s clothing through 932 stores in 47 states.
As part of the deal, a special committee from Rue’s board of directors will conduct a 40 day go-ship period and solicit and evaluate other potential offers.
The SKM II funds, funds established in 1998 with Rue as their last investment, have agreed to vote in favor of the deal. The funds own 30 percent of Rue and have been associated with Apax since 2005. For the deal to go through, a majority of the rest of the company's shareholders (other than the SKM II funds) must vote in favor.
Apax, headquartered in London and New York, has more than $40 million in assets under management. In the past 10 years, Apax’s funds have invested about $6.3 billion in retail and consumer businesses, including Tommy Hilfiger Corp., which it sold to PVH Corp., Cole Haan, which it bought in November, and Takko, a German retailer.
Perella Weinberg Partners is Rue’s special committee’s financial adviser, while Kirkland & Ellis LLP and Potter Anderson & Corroon LLP are providing legal advice. Ropes & Gray is acting as Apax’s legal counsel for the deal. Law partners Michael Aiello and Jackie Cohen of Weil Gotshal & Manges LLP are representing Perella Weinberg to the Rue 21 special committee.
For more on retail M&A, see "Retail Reckoning."