PVH Corp. (NYSE: PVH) agreed to acquire apparel designer and distributor the Warnaco Group Inc. (NYSE: WRC) for $2.9 billion, making the New York-based buyer the owner of well-known brands that include Calvin Klein and Speedo.
Holders of Warnaco common stock will receive $51.75 in cash and .1822 of a share of PVH common stock for each share of Warnaco common stock.
The merger, which has been unanimously approved by the boards of directors of both companies, is expected to close in early 2013. Once that happens, PVH’s portfolio will count existing brands Tommy Hilfiger, Van Heusen, Izod and Arrow, alongside Warnaco properties Body Nancy Ganz/Bodyslimmers, Warner's and Olga.
Former Warnaco stockholders will own about 10 percent of the outstanding common stock of PVH.
Helen McCluskey (pictured), Warnaco’s current president and chief executive, is expected to join PVH’s board.
Up to $4.325 billion of financing has been committed for the deal from Barclays, Bank of America Merrill Lynch and Citigroup Global Markets Inc. The facility will be used to refinance debt, fund the cash portion of the deal.
Investment bank Peter J. Solomon Co. advised PVH, while Wachtell Lipton Rosen & Katz provided legal counsel.
J.P. Morgan managed the sale of New York-based Warnaco. Partners Alan Myers and Peter Serating of law firm Skadden Arps Slate Meagher & Flom LLP handled sell-side legal issues.