Kate Spade & Co. (KATE) confirmed Thursday that it's on the block, and a sale may be imminent.
The accessories maker announced that it was exploring strategic alternatives on Feb. 16, along with its full-year 2016 earnings report, a week earlier than expected. Perella Weinberg Partners is providing financial advice, while Paul, Weiss, Rifkind, Wharton & Garrison is Coach's outside counsel for the review.
Both BMO Capital Markets analyst John Morris and Cowen & Co. analyst Oliver Chen noted that the company's early earnings report, coupled with the absence of fiscal 2017 guidance, suggest that a deal may be imminent.
Kate Spade shares jumped Thursday after the review was disclosed and continued to rise Friday, closing up 2.8% at $23.19. Before the review was announced but takeover speculation was still rampant, Kate Spade shares traded around $18. The company didn't respond to requests for comment.
Kate Spade's founders sold a 56% stake in their business to Neiman Marcus Group in 1999; the department store fully acquired the company in 2005, valuing it at $134 million, and sold it the following week to apparel company Liz Claiborne at a $10 million paper loss.
Liz Claiborne subsequently rebranded itself Fifth & Pacific before rebranding two years later as Kate Spade after selling or shuttering its other brands.
The last to go was Lucky Brand Jeans, which sold to Leonard Green & Partners for $225 million in late 2013. Then-CEO William McComb said that the proceeds from the various sales would be invested in the flagship Kate Spade brand as they embarked on "a return to our roots as a mono-brand company."
But investors have not been satisfied with the mono-brand company's performance. Consumer-focused hedge fund Caerus Investors, for example, wrote in a Nov. 14 letter to Kate Spade's board that they first invested in Liz Claiborne in 2009 "solely on the basis that the standalone value of Kate Spade was grossly mispriced inside an apparel conglomerate with other poor performing assets and high levels of debt." Since then, "material shareholder value has been destroyed ... and management has missed interim sales and margin targets on three different occasions."
Caerus argued that Kate Spade "would make a great acquisition candidate for a strategic company in the lifestyle accessories category," given that its "margins are well below peers with material opportunity for expansion as licensing revenues grow and the business scales over time," as well as the brand's low overseas penetration. The firm suggested "reasonable precedent growth company multiple" of 12 times Ebitda, noting that luggage company Tumi Holdings sold for $1.8 billion, or 15 times Ebitda and 3 times revenue, to Samsonite International in March.
A person familiar with Caerus noted that Michael Kors Holdings (KORS) , Coach (COH) and VF Corp. (VFC) - Get Report have all discussed inking a major acquisition. VF declined to comment, while Michael Kors and Coach didn't respond to requests for comment. Caerus, which also declined to comment, is not one of Kate Spade's 311 institutional shareholders according to FactSet.
Similarly, Cowen's Chen wrote in a Thursday note that a strategic buyer like Michael Kors or Coach may be the most likely. Coach could supply in-store execution, outlet renovation program and experience, and supply chain help, Chen said, adding that Michael Kors' expertise in international and fashion content, wearables and cosmetics would also provide potential synergies.
Private equity firms, international strategic and financial bidders, and luxury conglomerates like LVMH Moet Hennessy Louis Vuitton, Kering and Compagnie Financiere Richemont are also possible, with LVMH expressing an appetite for deals.
Chen predicted a sale price of $23 to $25 per share, or 12 to 13 times Kate Spade's enterprise value/Ebitda, a multiple that BMO's Morris said was "a reasonable range for a takeout bid" given "precedent transactions of similar companies."
A potential wrinkle, Chen wrote in a previous note, is the Internal Revenue Code's Section 382, which "limits the ability of a 'Loss Corporation' (i.e. target company) to carry forward net operating losses (NOLs) if it experiences 'ownership change.'" The rule limits the amount of post-deal NOLs to a percentage determined by the IRS equal to the highest federal long-term tax-exempt rate in the two months up to and including the acquisition.
A minimum offer price of $21 per share, per Chen's calculations, is necessary "to preserve/fully optimize the utilization of KATE's NOL carryforwards pre- and post-deal."
Relatedly, bidders may also be wary of double-triggered golden parachute payouts of up to $53 million that could be paid to Kate Spade management if the company is sold and the executives are replaced.
Another activist, Hudson Executive Capital, holds a 0.65% stake in Kate Spade. Hudson is a collaborative activist which does not launch director fights.
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