The Deal: Jones Group, or Buyers, May Entertain Sale of Its Parts

NEW YORK ( The Deal) -- If it doesn't get attractive offers to sell the whole company, apparel maker Jones Group Inc. ( JNY) will likely still choose to sell off parts of the company, according to industry sources.

The New York-based apparel company is working with financial adviser Citigroup Inc. on a strategic review. Though the company would prefer a straightforward sale, the parts may be worth somewhat more than the whole, sources said.

Sycamore Partners and Kohlberg Kravis Roberts ( KKR) were reported by The Wall Street Journal to be considering teaming up to make a bid for Jones.

But were they to enter a bid, the private equity firms could also be considering what they might jettison down the road at Jones to help shore up the company's troubled operations. And those parts had better have a lot of value as separate entities, since Jones is already trading at a valuation that is a high multiple of EBITDA.

Jones' EBITDA was $230 for 2012, with EBITDA for 2013 estimated to come in at nearly $260 million, according to Bloomberg data. Total debt of $950 million as of July 6, added to a current market cap of $1.12 billion, equates to an enterprise value of nearly $2.1 billion. That's a valuation multiple of about 9.1 times trailing EBITDA and about 8.1 times forward EBITDA. It is, however, 10.5 times EBITDA of nearly $200 million generated for the last 12 months as of July 6. Even a slight premium to its current valuation would make it one of the more expensive deals in the sector this year.

Granted, multiples for mature retailers have reached into the double-digits, as in the case of Saks ( SKS), which Hudson's Bay Co. bought in July for $2.9 billion. Saks was rewarded with a multiple of 11.2 times forward EBITDA and 10.7 times trailing EBITDA, but the luxury department store retailer is sitting on about $1.5 billion in real estate.

Leonard Green & Partners and TPG Capital's 2010 $2.86 billion deal for J.Crew Group valued that retailer at 10 to 12 times EBITDA.

Dutch, parent of brands Joie, Current/Elliott and Equipment, sold a stake in the business to private equity firm TA Associates on Jan. 10. The deal valued the company at $500 million to $600 million, or around 10 times to 12 times EBITDA, which was roughly in the vicinity of $50 million, according to sources.

And at $1.1 billion, Apax Partners' deal to acquire rue21 ( RUE) this year for nearly 10.9 times the $101 million in EBITDA it generated for its fiscal year ended Feb. 2 was one of the richest, proof that lucrative deals for mature brands are possible.

In contemplating a high multiple, Sycamore could be hoping to leverage the experience of its grizzled retail veteran Stefan Kaluzny to ring operations savings out of the troubled clothing conglomerate, and sell off underperforming parts of it in the process, while holding on to its higher-margin footwear and accessories businesses of brands such as Stuart Weitzman, Kurt Geiger and Nine West.

Or perhaps Sycamore and KKR will simply split the spoils, with Sycamore taking the apparel brands, an area in which it has the most experience, and KKR owning the footwear and accessories business.

Holding onto the most valuable brands and selling the underperformers would be a similar play to Sun Capital Partners' 2007 $762 million acquisition of St. Louis-based apparel conglomerate Kellwood in July, the jewel of Kellwood's portfolio, contemporary clothing brand Vince, filed for an IPO. At the same time, Sun Capital divested itself of BLK DNM, Baby Phat, Phat Farm, Zobha and Adam, while focusing on its high-growth businesses, including women's contemporary apparel brand Rebecca Taylor, women's luxury wear brand David Meister and women's urban wear brand XOXO.

Remaining brands in Kellwood's portfolio that could have a sale tag on them include women's apparel brands Sag Harbour, Jax, Briggs New York, Rewind, Democracy, My Michelle, Sangria, and Jolt.

Likewise, Jones Group divestitures, whether they come before or after a leveraged buyout, could include its Jones New York dress and suit business, as well as its denim business, not to mention its Anne Klein apparel brand, according to people familiar with the situation.

In 2011, Jones Group was near a deal to sell its denim business to Delta Galil Industries for about $350 million, but after sales at the division dropped by double digits, Israel-based Delta Galil canceled the transaction in January 2012.

The pressure to sell brands came from activist investor Barington Capital Group. According to news reports, however, Jones Group chose instead to put the whole company on the block.

Prior to Barington's moves on the company, Jones Group was attempting over the last few years to improve earnings by acquiring footwear and accessories brands. Those deals included the acquisitions of footwear and accessories businesses Stuart Weitzman Holdings LLC and Kurt Geiger Ltd., both complementary to its Nine West footwear brand.

Written by Richard Collings.

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