Wilsons The Leather Experts Inc announced that it has entered into a definitive securities purchase agreement for the sale, in a private placement, of a newly created series of convertible Preferred Stock and warrants to purchase Wilsons Leather Common Stock.
The securities will be issued to Goldner Hawn Private Equity, Peninsula Investment Partners and Quaker Capital Management Corporation. The financing will provide the Company with $45.0 million in new equity before expenses, of which $35.0 million is being invested by Goldner Hawn.
Wilsons Leather intends to use the proceeds from the issuance of the Preferred Stock for general working capital purposes and to pay fees related to the transaction. The transaction is subject to satisfaction of various closing conditions.
The Preferred Stock will initially be convertible into Common Stock at a price of $1.50 per share, which would result in the issuance of 30 million shares of Common Stock.
The warrants will be exercisable for up to 15 million shares of Common Stock at an exercise price of $2.00 per share for five years following the closing.
The securities to be sold in the private placement have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from registration requirements.
However, as part of the transaction, the Company will grant certain registration rights to the purchasers for purposes of registering the resale of the shares of Common Stock issued upon conversion of the Preferred Stock and upon exercise of the warrants issued in the private placement.
This release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
Any offering of the Company's securities under the resale registration statement will be made only by means of a prospectus.
Wilsons The Leather Experts Inc