B. Riley & Co. served as the exclusive financial advisor to Peter Kim, the founder and CEO of Hudson Clothing, a wholly-owned subsidiary of Joe's Jeans, Inc. and investor, Fireman Capital Partners, LLC (FCP), in the proposed transactions to sell the Joe's Jeans brand and operating assets, and merge the remaining Hudson business with RG Parent LLC, the parent company of Robert Graham, a nationally-recognized fashion brand.
In connection with the merger, an affiliate of Tengram Capital Partners, a consumer-focused private equity firm and the controlling owner of the Robert Graham business, will sponsor a recapitalization of the combined Hudson and Robert Graham business. Upon the closing of the merger, the outstanding indebtedness of JOEZ owed to its senior revolving credit lender will be paid in full, as well as certain indebtedness to the convertible noteholders. Holders of the outstanding convertible notes issued by JOEZ, including Kim and an affiliate of FCP, will exchange such notes for common stock, cash and modified convertible notes. Upon the closing of the Joe's Jeans brand asset sale transactions, the combined Hudson and Robert Graham business will be renamed Differential Brands Group, Inc. and remain listed on NASDAQ.
Kim founded Hudson in 2002 and built it into one of the leading global designers of women's and men's premium branded denim apparel. In 2009, FCP joined Kim in recapitalizing Hudson with the objective of expanding the brand. In 2013, Hudson and Joe's Jeans combined to create one of the largest global denim companies. The combination of Hudson and Robert Graham marks another milestone in Hudson's history as, together with Robert Graham, it will provide the foundation of a new, premium branded consumer platform.
"The B. Riley team worked tirelessly to navigate through a highly complex transaction with multiple constituencies involved," said Kim. "Their sound counsel and commitment were instrumental in delivering a solution that allows me to continue executing my vision for Hudson."
Dan Fireman, Managing Partner of FCP, said: "We are pleased with the outcome of the deal and with B. Riley's excellent work on our behalf."
Steve Reiner, Managing Director and Head of B. Riley's Consumer Group, added: "I am pleased that Peter and FCP looked to B. Riley for advice related to the Joe's Jeans restructuring. Peter, FCP and B. Riley worked closely with JOEZ and Robert Graham to craft a financing solution that met each party's interests. This transaction also capitalized on several aspects of B. Riley's broad capabilities, including our deep understanding of the highly entrepreneurial apparel industry, long-standing commitment to serving leading private equity firms, and firm-wide knowledge of the public equity markets."
B. Riley & Co., LLC is a leading investment bank which provides corporate finance, research, and sales & trading to corporate, institutional and high net worth individual clients. Investment banking services include initial, secondary and follow-on offerings, institutional private placements, and merger and acquisitions advisory services. The firm is nationally recognized for its highly ranked proprietary equity research. B. Riley & Co., LLC is a member of FINRA and SIPC.