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  • Nick Monjo

Big Winners, No Matter What, In Warnaco Deal

Will PVH Corp. ultimately be happy with its decision to buy Warnaco in the $2.9 billion deal expect to close shortly? Only time will tell. After all, while there have been many prominent intimate apparel mergers and acquisitions in recent months, some buyers have publicly expressed a tinge of disappointment with how their purchases have worked out so far. Van de Velde had hoped for a better early return on its takeover of U.S. retailer Intimacy and now Wacoal is saying the same thing about its expensive buy of Eveden last year.

But we know a few people who are going to be happy when the Warnaco deal closes, no matter what the future may bring. First of all, there is president and CEO Helen McCluskey and three others who together could take home over $30 million (depending upon a variety of factors including their ultimate employment status and the timing of the deal).

According to a proxy statement filed by Warnaco with the SEC (and based on the merger concluding at the start of February, McCluskey’s golden parachute could total $16,668,195 in a combination of cash ($6,946,438), equity (in the form of PVH shares, of $9,287,366) and other benefits.

Lawrence Rutkowski, EVP and CFO, could get as much as $6,489,058 and Dwight Meyer, president — global Sourcing, distribution and logistics, could get as much as $7,018,294. Former president and CEO Joseph Gromek’s parachute could be as high as high as $1,961,532.

And then there is J.P. Morgan. Warnaco has agreed to pay it approximately $38,900,000 in total for its help in consummating the transaction ($2 million of which it has already paid the bank for its advice on doing the deal in the first place). Nor did J.P. Morgan have to search far and wide to find the two parties to the transaction. It was already working with them both. According to the proxy, “during the two years preceding the date of the delivery of its opinion, J.P. Morgan and its affiliates received from Warnaco aggregate revenues of approximately $1,600,000 related to treasury and securities services and corporate finance and PVH aggregate revenues of approximately $2,100,000 related to treasury and securities services and asset and wealth management.”

And then there are the original Warnaco shareholders who will get a big premium on their holdings if the deal gets done.

When the transaction was announced, PVH noted that “The merger, which has been unanimously approved by the boards of directors of both companies, is expected to close in early 2013, at which time the former Warnaco stockholders will own approximately 10% of the outstanding common stock of PVH.” The firm added that McCluskey “is expected to join PVH’s board of directors. The Warnaco board of directors has unanimously recommended that Warnaco stockholders approve the transaction.”

“This transaction delivers compelling value to our stockholders and significant benefits for the combined company,” said McCluskey at the time of the announcement. At that time, the deal valued Warnaco stock at a 34% premium over its last closing price.


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