Author: Joanne Houchell

TowerBrook Capital Partners L.P. (“TowerBrook”) has made a majority investment in Kaporal (“Kaporal” or the “Company”), a French-based wholesaler and retailer of men and women’s fashion.

TowerBrook had been in talks with Laurent Emsellem, the founder and majority owner of Kaporal, since the middle of 2012. The transaction was signed on an exclusive basis, demonstrating our mutual understanding of the exciting future of the Company.

Founded in 2003 by Laurent Emsellem, Kaporal began as a Marseille-based denim supplier and has grown into a well-recognised lifestyle brand in France. Kaporal has expertise across both wholesale and retail channels and is known for its quality, fashionable, well-priced products. More recently, the Company has made a number of key strategic hires including the current CEO, Santiago Cuchy, and CFO, Bénédicte Weimar.

Laurent has been integral to the success of the business and will continue as an investor in the Company under TowerBrook’s ownership and in his capacity as board member. He will be joined on the board by the CEO, Santiago Cuchy, as well as Daniel Bernard and Michael Rahamim, newly appointed as Executive Chairman and non-executive director respectively. MBO Partenaires, the existing minority shareholder, will re-invest in the Company following a successful period of ownership since 2008.

TowerBrook has significant retail experience and international expertise to support the Kaporal management team in continuing to expand the business over the next few years. There are particularly attractive opportunities in product development and greater focus across all current channels of distribution including an expansion of the Company’s retail and wholesale strategies and further growth in the online channel. The Company has made important steps recently to support its current management team through key hires across the organisation.

Laurent Emsellem, Founder Kaporal, commented:

“We have worked hard over the years to build our Company and I look forward to taking its growth to the next level with the support of TowerBrook. I strongly believe that TowerBrook, with its extensive retail experience, is the perfect partner to develop specific areas of the business, such as our retail and online strategies, with longer-term potential for expansion outside of our core markets today.”

Karim Saddi, TowerBrook Managing Director, said:

“We have developed a clear plan of operational and strategic improvements for both the retail and wholesale businesses. Our relationship with the Kaporal management team is absolutely fundamental and it is with great confidence that we move forward together.”

Winston Ginsberg, TowerBrook Managing Director, said:

“We are delighted to be able to make a significant investment in Kaporal. As one of the leading French retail clothing brands with a very well established heritage we believe it has strong growth opportunities.”

The transaction is expected to close in July 2013.

True Religion Apparel, Inc. (Nasdaq: TRLG) today announced that it has entered into a definitive merger agreement with TowerBrook Capital Partners L.P. (“TowerBrook”), the New York and London-based investment management firm, in a transaction valued at approximately $835 million.

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.

Seth Johnson, Lead Director of True Religion said, “After a thorough review of strategic alternatives to enhance shareholder value, we are pleased to reach this agreement, which provides our shareholders with immediate and substantial cash value representing a significant premium. The Special Committee has engaged in a thorough review of the state of the business, its outlook and opportunities. Having considered alternatives over a seven month period, the Special Committee believes TowerBrook’s $32.00 per share cash offer for the Company is in the best interest of our shareholders.”

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.”

Andrew Rolfe, Managing Director of TowerBrook commented, “True Religion is an established, high-end brand with a strong retail network and a loyal following. We are excited to combine our retail and apparel expertise with Lynne and the True Religion team to help the company with brand building and international opportunities.”

TowerBrook has significant experience in the consumer retail and luxury space and has made control-oriented investments in companies such as Jimmy Choo, Odlo, BevMo! and Phase Eight.

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.

Guggenheim Securities, LLC is serving as financial advisor and Greenberg Traurig, LLP 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. 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.