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TowerBrook to Acquire True Religion; Deutsche Bank to Provide Financing

May 13, 2013, 07:11 AM
Filed Under: Retail

True Religion Apparel, Inc. has entered into a definitive merger agreement with TowerBrook Capital Partners L.P., the New York and London-based investment management firm, in a transaction valued at approximately $835 million.

Deutsche Bank, Jefferies and its affiliates, UBS Investment Bank and Macquarie Capital have provided committed financing to TowerBrook in support of the transaction. Deutsche Bank, Jefferies and UBS Investment Bank acted as financial advisors to TowerBrook, and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. Guggenheim Securities is serving as financial advisor and Greenberg Traurig is serving as legal advisor to True Religion and the Special Committee of the Board. Akin Gump Strauss Hauer & Feld is legal advisor to the company.

Under the terms of the merger agreement, TowerBrook will acquire all of the outstanding shares of True Religion common stock for $32.00 per share in cash. This represents a premium of approximately 52% to True Religion’s share price on October 9, 2012, the day before the company announced that it had begun to explore strategic alternatives. The Board of Directors of True Religion unanimously approved the merger agreement and recommends that True Religion shareholders vote in favor of the transaction.

Lynne Koplin, Interim Chief Executive Officer and President of True Religion said, “I am pleased to announce this agreement as it offers significant value to our shareholders. TowerBrook’s investment is an important endorsement of the True Religion brand, its prospects and the hard work and commitment of our team. At this critical inflection point in our business, global growth and product development effort, TowerBrook’s support and experience will be a true differentiator. TowerBrook’s long-term approach toward investment and brand stewardship will best enable True Religion to maintain its leadership position in the marketplace. We are confident the next chapter for True Religion will be a successful one for our employees, customers and all other stakeholders.”

The merger is subject to approval from True Religion’s shareholders, regulatory approvals and other customary closing conditions. The transaction is expected to close in the third quarter of 2013.

True Religion Apparel, Inc. is a growing, design-based jeans and jeans-related sportswear brand.

TowerBrook Capital Partners L.P. is an investment management firm with in excess of $8 billion under management and a track record of creating value for investors. The firm is based in Europe and the USA and focuses on making investments in European and North American companies.

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