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Talbots amends agreement to acquire BPW

2/17/2010

Hingham, Mass. The Talbots has amended the share portion of its agreement to acquire BPW Acquisition Corp., part of a larger refinancing plan.

BPW is a special-purpose acquisition company, also known as a "blank check," formed with the intent of buying other companies. It's unusual for such a company to be acquired, according to the Associated Press.

Talbots originally planned to give BPW stockholders 0.9757 shares of Talbots for each share of BPW. But the companies said Wednesday they've agreed to the use an alternative exchange ratio to address fluctuations in Talbot's share price before the deal closes.

The deal is part of a complex refinancing deal that will let Talbots buy out its majority shareholder, lower its debt by about $330 million and continue its turnaround.

The deal allows Talbots to buy BPW and access the $350 million in cash it holds.

Once the acquisition closes, current BPW shareholders will own between 60.4% to 69.1% of Talbots, and current Talbots shareholders will own 30.9% to 39.6%.

The companies expect to close the deal during first quarter 2010.

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