(Filed Under Financial and General Interest News). Frederick’s of Hollywood Group Inc. reported Friday a $10 million sale of preferred stock to a holding company with no apparent experience in apparel, which could give the purchaser control of the lingerie retailer should it invest more and exercise its various other options to do so. The financing was provided by Five Island Asset Management LLC, a subsidiary of Harbinger Group Inc., with the purchase of Series B Convertible Preferred Stock.
Harbinger is a public company on the New York Stock Exchange which recently described its principal operations to date as involving “life insurance and annuity products; branded consumer products such as batteries, personal care products, small household appliances, pet supplies, and home and garden pest control products; and energy assets.” The company is based in New York City.
The new financing comes as Frederick’s has been hit with mounting financial pressures. Frederick’s reported a $5.1 million loss for the first quarter of its current fiscal year, more than double the loss in the same quarter last year. In the past four years and three months the firm has posted combined losses of $79.4 million, and at the end of February its stock was delisted by the New York Stock Exchange. The number of stores has also been dropping. On February 14, 2008, the company reported it was operating 135 retail stores. On February 21 of this year it said it was operating 118 stores. On Friday the number was down to 115.
According to Frederick’s announcement, “The Series B preferred stock is convertible into an aggregate of 40,000,000 shares of the company’s common stock at a conversion price of $0.25 per share, subject to adjustment. Dividends on the Series B preferred stock are payable in cash at an annual rate of 9%, or, at the company’s discretion, payable in additional shares of Series B preferred stock at an annual rate of 12%. The company also issued to [Five Island] warrants to acquire up to an aggregate of 10,246,477 shares of common stock at exercise prices ranging from $0.01 to $1.21 per share. The Series B preferred stock ranks senior to the company’s Series A Convertible Preferred Stock. The holder of the Series A Convertible Preferred Stock waived its anti-dilution adjustment otherwise applicable as a result of this transaction.”
In addition, Frederick’s reported that “under the terms of the agreement, [Five Island] is entitled to appoint 35%, or not less than two individuals to serve on the company’s board of directors. Upon full conversion and exercise of all preferred stock, the purchaser would own a majority of [Frederick’s] common stock and be entitled to appoint a majority of the company’s board of directors.” Frederick’s said it “will formally announce the appointment of the new board members in the coming weeks.”
“This $10 million capital infusion will play an important role in stabilizing our business and will allow us to improve sales by maintaining appropriate inventory levels,” said Thomas Lynch , Frederick’s chairman and CEO at the time of the announcement. “We are excited to have received this vote of confidence from Five Island Asset Management, as they share the same long-term vision of what Frederick’s of Hollywood means to the market. We are looking forward to sharing that vision with our current and future customers domestically and internationally.”
In recent transactions, Harbinger acquired Spectrum Brands Holdings, Inc., which, in turn, in December of last year completed the acquisition of the Stanley Black & Decker Hardware and Home improvement group. In April 2011 Harbinger acquired 100% of Fidelity and Guaranty Life, and in January of this year closed a joint venture with EXCO Resources and launched new energy operating business.
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