Goody's Family clothing and affiliate of GMM Capital & Prentice Capital seal buy out deal for Goody's at $9.60 per share
28 Oct '05
3 min read
Tennessee based clothing retailer Goody's Family Clothing Inc, GMM Capital LLC and Prentice Capital Management, LP, announced that they have entered into a definitive agreement providing for affiliates of GMM and Prentice to acquire Goody's for an all cash price of $9.60 per share.
Under the terms of the agreement, affiliates of GMM and Prentice will commence a tender offer for all of the issued and outstanding shares of common stock of Goody's Family Clothing Inc for $9.60 per share. Consummation of the tender offer is subject to certain terms and conditions, including the tender of such number of shares, which together with the shares beneficially owned by GMM and Prentice, equal at least 51 percent of the outstanding common stock, on a fully diluted basis. Subsequent to the successful completion of the tender offer, any remaining shares of Goody's common stock will be acquired in a cash merger at a price of $9.60 per share.
The merger agreement in the form executed by affiliates of GMM and Prentice contains substantially the same terms as are in the Agreement and Plan of Merger with certain affiliates of Sun Capital Partners IV, dated October 7, 2005. Robert M. Goodfriend, Chairman and Chief Executive Officer of Goody's, members of his family and family trusts who beneficially own an aggregate of approximately 42 percent of the outstanding shares have agreed to tender their shares in the transaction.
The option would be exercisable for a 30-business-day period in the event that the GMM/Prentice merger agreement is terminated as a result of a Superior Proposal (as defined in the merger agreement) and under certain other circumstances if Goody's terminates the merger agreement. If such option were exercised, GMM and Prentice would beneficially own an aggregate of approximately 48 percent of the outstanding shares of common stock of Goody's, inclusive of shares already owned by them.
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