detearing
10 years ago
Parent and Merger Sub
On September 26, 2013, HGI Funding, LLC (“HGI Funding”), a wholly owned subsidiary of Harbinger Group Inc., TTG Apparel, LLC (“TTG”) and Tokarz Investments, LLC (“TKZ”), each of which is controlled by Michael Tokarz, and Fursa Alternative Strategies LLC (“Fursa”) and Arsenal Group, LLC (“Arsenal”), each of which is controlled by William F. Harley III, a member of the Company’s board of directors, entered into a non-binding consortium term sheet agreement. HGI, TTG, TKZ, Fursa and Arsenal are collectively referred to herein as the “Consortium Members.” Under the term sheet, the Consortium Members agreed, among other things, to jointly deliver a non-binding proposal (the “Proposal”) to the Company’s board of directors for the acquisition of all of the Company’s publicly held common stock in a “going private” transaction with the Company, and to use their commercially reasonable efforts to work together to structure, negotiate and do all things necessary or desirable, subject to the Company’s approval, to enter into definitive agreements in respect of the transactions contemplated under the Proposal. The result of their efforts was the Merger Agreement. Parent and Merger Sub were formed by the Consortium Members for the purpose of acquiring the Company pursuant to the Merger Agreement.
The Consortium Members, along with Mr. Harley, who is individually a party to the Rollover Agreement and the Voting Agreement (each as defined below), may be deemed to be members of a “group” within the meaning of Section 13(d)(3) of the Exchange Act of 1934, as amended (the “Exchange Act”). As a group, the Consortium Members may be deemed to beneficially own 89,682,683 shares, or 88.6%, of the Company’s common stock.
The Merger and the Merger Agreement
At the effective time of the Merger, Merger Sub will merge with and into the Company, with the Company surviving the merger as a subsidiary of Parent (the “Merger”), and each share of the Company’s common stock, other than certain excluded shares, including the Dissenting Shares and the Rollover Shares (each as defined below), will be converted into the right to receive $0.27 per share in cash, without interest and subject to any withholding taxes (the “Merger Consideration”).
rprii623
10 years ago
Well, I will make a comment. I have held a bunch of this stock for a long, long time. Most of my stock was purchased at .27 or above. Now, that it appears that the new management is starting to turn this around and return FOH to the stature it deserves, there appears a move to go "private", which is a politically correct way of saying, let's buy this cheap and sell it's parts for some big bucks.
I believe this whole offer sucks. I visited the Hollywood store about a month ago and, contrary to a previous poster who indicated that the "flagship store" was a disgrace, it is a great store! The store is located on a prime spot of Hollywood Boulevard . . . a short block from the corner of Hollywood and Highland boulevards, on a corner with very impressive window displays on both Hollywood Boulevard and North McCadden Place, well stocked and, perhaps most importantly, had an extremely friendly and helpful staff.
I do believe that the Company should take a hard look at many of it's Mall stores and either upgrade them to compete with VS or close the stores.
I also believe that the Company should make better use of the Internet. It has started to improve it's internet approach but has a long way to go. For example, one easy thing would be to make better use of email promotions. About 2 years ago, I registered to receive online promos from both VS and FOH . . . I receive about 8 from VS for every ONE from FOH . . . need I say more?
Bottom-line, I believe that FOH is a Company that should stay around for a long time and, with some patience, I believe that the new management will turn this around and all who were patient will receive a reward.
detearing
11 years ago
Two big holders of FOHL own 69.4% of the Commons! Buyout price could rise significantly...imo. We shall see...
Form 8K
Item 8.01 Other Events.
On September 30, 2013, Frederick’s of Hollywood Group Inc. ( “Company”) issued a press release announcing the receipt on September 26, 2013 of a non-binding proposal letter from HGI Funding LLC (“HGI Funding”), TTG Apparel, LLC (“TTG Apparel”), Tokarz Investments, LLC (“Tokarz Investments”), Fursa Alternative Strategies LLC (“Fursa”), and Arsenal Group LLC (“Arsenal”) (the “Consortium Members”), pursuant to which the Consortium Members proposed to acquire all of the outstanding shares of common stock of the Company not currently owned by them at a proposed price of $0.23 per share as part of a going private transaction, subject to certain conditions. The proposal represents a 26% premium to the then trailing ten day average closing price of the Company’s common stock.
HGI Funding is an affiliate of Five Island Asset Management, LLC and the current holder of the Company’s Series B Convertible Preferred Stock; TTG Apparel is the holder of the Company’s Series A Convertible Preferred Stock, and together with Tokarz Investments, own approximately 25.9% of the outstanding shares of the Company’s common stock; and Fursa and Arsenal are controlled by William F. Harley, a director of the Company, and own, in the aggregate, approximately 43.5% of the outstanding shares of the Company’s common stock as of September 26, 2013.
The Company’s Board of Directors has appointed Milton Walters, its sole disinterested independent director, to serve as the lead director in connection with the full Board’s review and consideration of the proposed transaction. Any proposed transaction must be approved by the lead director.
The Board of Directors cautions the Company’s shareholders and others considering trading in its securities that the Board of Directors has just received the non-binding proposal from the Consortium Members and that no decisions have been made by the Board of Directors with respect to the Company’s response to the proposal or the fairness of its terms. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The press release is attached as Exhibit 99.1 to this report on Form 8-K.
detearing
11 years ago
Press Release: Frederick's of Hollywood Announces Receipt of Going Private" Proposal 09/30 04:43 AM
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Frederick's of Hollywood Announces Receipt of "Going Private" Proposal
PR Newswire
HOLLYWOOD, Calif., Sept. 30, 2013
HOLLYWOOD, Calif., Sept. 30, 2013 /PRNewswire/ --Frederick's of Hollywood Group Inc. (FOHL:$0.2075,$0.0275,15.28%) (the "Company") announced today that on September 26, 2013, its Board of Directors received a non-binding proposal letter from HGI Funding LLC ("HGI Funding"), TTG Apparel, LLC ("TTG Apparel"), Tokarz Investments, LLC ("Tokarz Investments"), Fursa Alternative Strategies LLC (" Fursa"), and Arsenal Group LLC ("Arsenal") (the "Consortium Members"), pursuant to which the Consortium Members proposed to acquire all of the outstanding shares of common stock of the Company not currently owned by them at a proposed price of $0.23 per share as part of a going private transaction, subject to certain conditions. The proposal represents a 26% premium to the then trailing ten day average closing price of the Company's common stock.
HGI Funding is an affiliate of Five Island Asset Management, LLC and the current holder of the Company's Series B Convertible Preferred Stock; TTG Apparel is the holder of the Company's Series A Convertible Preferred Stock, and together with Tokarz Investments, own approximately 25.9% of the outstanding shares of the Company's common stock; and Fursa and Arsenal are controlled by William F. Harley, a director of the Company, and own, in the aggregate, approximately 43.5% of the outstanding shares of the Company's common stock as of September 26, 2013.
The Company's Board of Directors has appointed Milton Walters, its sole independent director, to serve as the lead director in connection with the full Board's review and consideration of the proposed transaction and the lead director must approve any proposed transaction.
The Board of Directors cautions the Company's shareholders and others considering trading in its securities that the Board of Directors has just received the non-binding proposal from the Consortium Members and that no decisions have been made by the Board of Directors with respect to the Company's response to the proposal or the fairness of its terms. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.
Forward Looking Statement
Certain of the matters set forth in this press release are forward-looking and involve a number of risks and uncertainties. These statements are based on management's current expectations or beliefs. Actual results may vary materially from those expressed or implied by the statements herein. Among the factors that could cause actual results to differ materially are the following: competition; business conditions and industry growth; rapidly changing consumer preferences and trends; general economic conditions; working capital needs; continued compliance with government regulations; loss of key personnel; labor practices; product development; management of growth, increases in costs of operations or inability to meet efficiency or cost reduction objectives; timing of orders and deliveries of products; risks of doing business abroad; the ability to protect our intellectual property; and the other risks that are described from time to time in the Company's SEC reports. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, changes in assumptions or otherwise.
About Frederick's of Hollywood Group Inc. (FOHL:$0.2075,$0.0275,15.28%)
Frederick's of Hollywood Group Inc. (FOHL:$0.2075,$0.0275,15.28%) , through its subsidiaries, sells women's apparel and related products under its proprietary Frederick's of Hollywood(R) brand through 112 specialty retail stores, a catalog and an online shop at http: //www.fredericks.com/. With its exclusive product offerings including Seduction by Frederick's of Hollywood (FOHL:$0.2075,$0.0275,15.28%) and the Hollywood Exxtreme Cleavage(R) bra, Frederick's of Hollywood (FOHL:$0.2075,$0.0275,15.28%) is the Original Sex Symbol(R) .
Our press releases and financial reports can be accessed on our corporate website at http://www.fohgroup.com.
This release is available on the KCSA Strategic Communications Web site at http://www.kcsa.com.
greasemonkeyshoes
11 years ago
Dirt on the master or masters............
"....Under the settlement, Mr. Falcone may continue to own and control our Company and serve as its Chief Executive Officer and Chairman of the board. Our Company and our subsidiaries (including, among others, Spectrum Brands Holdings, Inc., Fidelity & Guaranty Life Holdings, Inc. Five Island Asset Management LLC (“Five Island”), Salus Capital Partners LLC (“Salus”), Salus Capital Partners II LLC (“Salus II”, and together with Salus and Five Island, the “Subsidiary Advisers”), EXCO/HGI GP, LLC or Zap.Com Corporation or any of their respective subsidiaries) are not parties to the settlement and the duties and obligations described herein are the duties and obligations of the HCP Parties and not our Company or our subsidiaries. As previously disclosed, none of the SEC's actions were brought against our Company or any of our subsidiaries and the subject matter of those actions did not include any conduct involving, by, or on behalf of our Company or any of our subsidiaries...'
Read more: http://www.businessinsider.com/phil-falcone-says-hes-reached-a-settlement-with-the-sec-2013-5#ixzz2XLDKhUR6
Parabelle
11 years ago
Timbbbbbberrrrrrr!
Fiscal 2013 Second Quarter Compared to Fiscal 2012 Second Quarter:
•Net loss applicable to common shareholders was $10.0 million or $(0.26) per diluted share, compared to a net loss of $3.5 million or $(0.09) per diluted share
•Adjusted EBITDA from continuing operations was a loss of $7.5 million compared to a loss of $2.3 million. A reconciliation of GAAP results to Adjusted EBITDA, a non-GAAP measurement, is provided in the accompanying table
•Net sales decreased 25.3% to $24.3 million from $32.5 million
•Comparable store sales decreased 15.7%
•Total store sales decreased 19.0% to $15.5 million
•Direct sales decreased 32.5% to $8.1 million
•Other revenue, consisting primarily of shipping revenue, commissions earned on direct sell-through programs and breakage on gift cards, decreased 49.5% to $0.7 million
•Gross margin, as a percentage of net sales, was 24.1% as compared to 31.2%
•Selling, general and administrative expenses increased by $0.5 million to $13.7 million, or 56.4% of sales, from $13.2 million, or 40.7% of sales
Fiscal Six Months Ended January 26, 2013 Compared to Fiscal Six Months Ended January 28, 2012:
•Net loss applicable to common shareholders was $15.2 million, or $(0.39) per diluted share, compared to a net loss of $5.9 million, or $(0.15) per diluted share
•Adjusted EBITDA was a loss of $11.4 million compared to a loss of $3.3 million. A reconciliation of GAAP results to Adjusted EBITDA from continuing operations, a non-GAAP measurement, is provided in the accompanying table
•Net sales decreased 23.2% to $46.7 million from $60.9 million
•Comparable store sales decreased by 16.3%
•Total store sales decreased 19.9% to $30.6 million
•Direct sales decreased 27.2% to $14.6 million
•Other revenue, consisting of shipping revenue, commissions earned on direct sell-through programs and breakage on gift cards, decreased 41.4% to $1.5 million
•Gross margin decreased to 25.5% as compared to 32.4%
•Selling, general and administrative expenses decreased by $0.9 million to $23.8 million or 50.9% of sales, from $24.7 million, or 40.5% of sales
MONEYMADE
12 years ago
FOH solid until 2015 "Form 8-K for FREDERICK'S OF HOLLYWOOD GROUP INC /NY/
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6-Jun-2012
Entry into a Material Definitive Agreement, Creation of a
Item 1.01 Entry into a Material Definitive Agreement.
On May 31, 2012, Frederick's of Hollywood Group Inc. (the "Company"), FOH Holdings, Inc., Frederick's of Hollywood, Inc., Frederick's of Hollywood Stores, Inc. and Hollywood Mail Order, LLC (collectively, the "Borrowers") entered into a Credit and Security Agreement ("Credit Agreement") with Salus Capital Partners, LLC ("Salus"), which provides the Borrowers with a $24.0 million revolving line of credit through May 31, 2015 (the "Salus Facility"). At the closing, an aggregate of approximately $11.8 million was advanced to the Borrowers under the Salus Facility to repay outstanding secured indebtedness owed to (i) Wells Fargo Bank, National Association, pursuant to a senior credit facility amended and restated in January 2008 and (ii) Hilco Brands LLC, pursuant to a term loan originally entered into in July 2010.
The Salus Facility includes a "first in last out" tranche ("FILO Advance") of up to $9.0 million that will consist of the first advances made under the Salus Facility and will be the last amounts repaid thereunder. The maximum amount of the FILO Advance and the total Salus Facility will be reduced by certain mandatory and voluntary prepayments. The Borrowers may periodically borrow, repay in whole or in part, and reborrow under the Salus Facility, except that amounts repaid on account of the FILO Advance may not be reborrowed. The actual amount of credit available under the Salus Facility is determined using measurements based on the Borrowers' receivables, inventory, intellectual property and other measures.
The unpaid principal of the FILO Advance bears interest, payable monthly, in arrears, at the 30-day LIBOR rate plus 11.5%, but not less than 12.0% regardless of fluctuations in the LIBOR rate. Up to 2.5% of the interest payable on the FILO Advance will be capitalized, compounded and added to the unpaid amount under the Salus Facility each month, will accrue interest at the rate applicable to the FILO Advance, and will be due and payable in cash upon the expiration or other termination of the Salus Facility.
The unpaid principal of advances other than the FILO Advance bears interest, payable monthly, in arrears, at the Prime rate plus 4.0%, but not less than 7.0%, regardless of fluctuations in the Prime rate.
The obligations of the Borrowers under the Credit Agreement are secured by first priority security interests granted to Salus in all of the Borrowers' tangible and intangible property, including intellectual property such as trademarks and copyrights, as well as shares and membership interests of the Borrowers that are subsidiaries of other Borrowers.
The Credit Agreement provides for the Borrowers to pay Salus an origination fee of $465,000, 50% of which was paid on the closing and 50% to be paid on the first anniversary of the closing. The Credit Agreement also provides for certain customary fees to be paid to Salus, including: (i) a monthly unused line fee on the unused portion of the Salus Facility; (ii) a monthly collateral monitoring fee; and (iii) an annual FILO facility fee based on the then-outstanding FILO Advance.
The Credit Agreement and other loan documents contain customary representations and warranties, affirmative and negative covenants and events of default, including covenants that restrict the Borrowers' ability to create certain liens, make certain types of borrowings and investments, liquidate or dissolve, engage in mergers, consolidations, significant asset sales and affiliate transactions, incur or terminate certain lease obligations, pay cash dividends, redeem or repurchase outstanding equity and issue capital stock. In lieu of financial covenants, fixed charge coverage and overall debt ratios, the Salus Facility has a $1.5 million minimum availability reserve requirement.
The foregoing is a summary of the Credit Agreement, which is not complete, and is qualified in its entirety by reference to the full text of such agreement, which, along with related agreements, are attached as exhibits to this Current Report on Form 8-K. Readers should review the Credit Agreement and all related agreements for a complete understanding of the terms and conditions associated with this transaction.
On June 4, 2012, the Company issued a press release attached hereto as Exhibit 99.1, announcing the matters described in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Credit and Security Agreement
10.2 Revolving Note
10.3 Copyright Security Agreement
10.4 Trademark Security Agreement
10.5 Pledge Agreement
10.6 Fee Letter
99.1 Press release dated June 4, 2012
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Renee
10 years ago
willlbone
11 years ago
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