The Deal: HanesBrands Shapes Up With Maidenform

By Richard Collings

NEW YORK ( TheStreet) -- HanesBrands ( HBI) is hoping that an acquisition of Maidenform Brands ( MFB) makes it more attractive to investors and retailers, as it adds a bigger portfolio of brands, especially in fast-selling shapewear and lingerie products.

The Winston-Salem, N.C.-based underwear maker said Wednesday, July 24, that it agreed to acquire Maidenform, of Bayonne, N.J., for $23.50 per share in cash, equating to an enterprise value of $575 million.

With Maidenform's nearly $55 million in estimated EBITDA for 2013, the deal has a multiple of almost 10.5 times EBITDA, according to calculations from Bloomberg.

The deal is subject to approval by regulators and Maidenform shareholders and is expected to close in the fourth quarter of 2013.

Karen Rose, chairman of Maidenform, said in a statement, "After thoroughly evaluating potential strategic options for the company, we determined that the acquisition of Maidenform by Hanes is in the best interests of our shareholders."

The buyer will finance the transaction with cash on hand and by drawing on its $1.1 billion revolving credit facility. HanesBrands said it will retire the remaining $250 million of 8% senior notes by the end of 2013. It expects to finish the year with $1 billion in bond debt, achieving a ratio of long-term debt to EBITDA of 1.5 times to 2.5 times.

HanesBrands and Maidenform said the offer is a 23% premium to Tuesday's closing price for Maidenform and a 30% premium to its average closing price for the past 30 days. The acquisition, it explained, will add $500 million in annual sales within three year, lifting total revenue to more than $5 billion, plus $80 million in operating profit and $65 million in free cash flow.

Richard Noll, HanesBrands chief executive, in a statement said, "This business is a natural fit into our core business and meets all of our acquisition criteria. We continue to use our free cash flow to create shareholder value, including paying quarterly cash dividends, reducing debt and making smart, accretive acquisitions."

HanesBrands portfolio of brands includes Playtex, Bali, Just My Size, Hanes, Barely There, Wonderbra, Champion and L'eggs, plus Donna Karan and DKNY under license. Maidenform's portfolio of brands includes Maidenform, Flexees, Lilyette, Self Expressions and Sweet Nothings, as well as licenses for Donna Karan and DKNY.

HanesBrands also expects to cut costs with the acquisition. For example, the acquirer owns its own factories, while Maidenform sources its production to outside factories. Maidenform's products could be made in HanesBrands factories, more fully utilizing those facilities.

In 2012, 57% of Maidenform's revenue was generated in the bra category while 35% was generated in the shapewear category, and 90% of sales were in the U.S. Revenue is projected at $580 million in 2013, according to analyst estimates compiled by Bloomberg.

Shapewear is a fast-growing space, having already made Maidenform's chief competitor Spanx a booming business and Spanx founder Sara Blakeley the world's youngest self-made female billionaire in 2012, according to Forbes. Spanx had revenue just under $250 million last year, also according to Forbes, with investment bankers valuing the business at about $1 billion.

For Guggenheim Partners LLC, it is the first deal out of the gate for the newly added team of investment bankers Andrew Taussig, Spencer Hart and Ryan Mash, who advised Maidenform. The trio joined Guggenheim from Barclays plc, a move that was announced on April 29.

Providing Maidenform with legal advice is a Davis Polk & Wardwell LLP team consisting of William Chudd, Michael Davis, Brian Snyder, Jesse Kramer, Edmond FitzGerald, Veronica Wissel, Ronan Harty, Scott Luftglass, Neil Barr and Lawrence Wieman.

A Goldman Sachs team consisting of Susan Willetts, Kathy Elsesser, Steven Gordon and Emily Todd provided HanesBrands with financial advice, while a King & Spalding LLP team, including Bill Baxley, Jack Capers, Robert Leclerc, Nathan Mihalik, Magdeline Drozd, Keith Townsend, Carrie Ratliff, Michael Smith, Jeffrey Spigel, John Carroll, Eleanor Bannister, Mark Kelly, Ryan Gorman and John Sweet, provided legal advice.

A Ropes & Gray LLP team of Jane Goldstein and Owen Wang provided Goldman Sachs with advice.

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