Shoppers enter an Original Penguin clothing store, operated by Perry Ellis International, at the Lincoln Road Mall in Miami Beach, Florida.
Shoppers enter an Original Penguin clothing store, operated by Perry Ellis International, at the Lincoln Road Mall in Miami Beach, Florida. Bloomberg News

Despite a higher offer from Randa Accessories, the board of directors special commitee of Perry Ellis International Inc. (Nasdaq: PERY) has reaffirmed its intention to recommend that shareholders vote for the $437 million take-private deal proposed by company founder George Feldenkreis, who is the largest shareholder. The Feldenkreis deal will be financed through a senior secured asset-backed revolving loan facility underwritten by Wells Fargo Bank NA, a $282 million multi-tranche term financing facility provided by Fortress Credit Advisors LLC and equity provided by the Feldenkreis family, according to a June 16 statement from Perry Ellis. The special committee noted in a July 5 statement that Randa's bid is "substantially similar" to the bid it made during the strategic review process. The committee outlined the factors considered in reaching its decision: "In arriving at its determination, the special committee considered, in relation to a 1.8 percent potential price increase from Randa’s unsolicited proposal, among other things, that: the proposal is highly-conditional, non-binding and insufficient in terms of value and certainty of the provided debt financing commitments, as well as the lack of evidence of sufficient cash equity on hand; the additional timing to enter into and complete a potential transaction with Randa; the inclusion of an unprecedented 3 percent fee payable by the company to Randa if shareholders vote down the transaction, compared to no such penalty if shareholders vote down the Feldenkreis merger; and a number of other terms affecting shareholder value or certainty are inferior, including termination fees, additional risks to closing, and the lack of appraisal rights for shareholders. Based on the totality of the circumstances considered in comparison to the potential for a slight price improvement, the special committee concluded that re-engaging with Randa at the price offered was not in the best interest of shareholders." PJ Solmon is serving as financial advisor to the special committee. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akerman LLP are serving as the committee’s legal counsel, and Innisfree M&A Inc. is serving as the Perry Ellis' proxy solicitor.

Exponent, a networking group for female dealmakers that launched in 2017, is gearing up for its first marquee event, called Exponent Exchange,on July 12. The keynote speaker is Sallie Krawcheck, who previously served as CEO of several banks, including Merrill Lynch WealthManagement and the Citi Private Bank, and is now the CEO of Ellevest, an online investing website aimed at women. Other speakers include: Lisa Bernstein, global head of human capital, Apollo Global Management LLC (NYSE: APO); Sarah Bradley, partner, Kainos Capital; Mary Kathleen Flynn, editor-in-chief, Mergers & Acquisitions; Jennifer Lu, executive director, Moelis & Co. (NYSE: MC); and Cheraé Robinson, founder, Tastemakers Africa. Underscoring enthusiasm for initiatives aimed at women, sponsors of the event include leading dealmaking companies, such as Apollo, Baird, BDO, Merrill Corp. and Moelis. Read the full story: Entrepreneurs Sallie Krawcheck, Cheraé Robinson to speak at Exponent Exchange.

Summer reading list: From stories of star athletes Arnold Palmer, Keith Hernandezand Tiger Woods to advice from entrepreneurs Bridgewater AssociatesRay Dalio, KPCB’s John Doerr, Nike’s Phil Knight and Brava Investments’ Nathalie Molina Niño, plus strategies to help business leaders in general, and female dealmakers in particular, the 15 books on Mergers & Acquisitions’ list entertain, instruct and inspire. Check out our listicle: Dealmaker’s guide to summer reading: 15 new books.

Deal news
For a roundup of recent M&A announcements, read: The weekly wrap: Perry Ellis, Hunter Douglas, Jennifer Convertibles and more.

For news of private equity firms marketing new funds, read: PE fundraising scorecard: Aterian, Beekman, Carlyle, Estancia, Riverside Partners.

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Mary Kathleen Flynn

Mary Kathleen Flynn

Mary Kathleen Flynn joined SourceMedia in 2011, serving as the Editor-in-Chief of Mergers & Acquisitions. MK oversees the brand’s content on all media platforms, including website, e-newsletters, video, slideshows, podcasts and print.
Demitri Diakantonis

Demitri Diakantonis

Demitri Diakantonis joined SourceMedia in 2015 and serves as Managing Editor of Mergers & Acquisitions. He covers all aspects of middle-market deamaking, with a focus on strategic buyers and the consumer and retail sectors, and writes The Buyside column.