Authentic finalises acquisition to take Guess? private

US-based Authentic Brands Group has completed a transaction to instrumentality US retailer Guess? backstage and get a bulk involvement successful its intelligence property.

The transaction removed the institution from nationalist markets and restructured ownership of its assets.

Under the agreement, Authentic acquired 51% of substantially each of Guess?’s intelligence spot portion existing shareholders retained the remaining 49%.

Carlos Alberini and Maurice, Paul and Nicolai Marciano became rolling shareholders successful the intelligence spot holding companies, on with definite related trusts, foundations and entities.

Authentic founder, president and CEO Jamie Salter said: “What makes Guess? compelling is the spot of the instauration already successful place, from its exceptional enactment and iconic practice to its immense web of licensing partners astir the world.”

Guess? absorption present controls 100% of the operating business, which volition proceed to beryllium overseen by the existent enactment team.

The woody was completed done a merger successful which Glow Merger Sub 1 was absorbed into Guess?, leaving the marque arsenic a wholly owned subsidiary of Glow Holdco 1.

Glow Merger Sub 1 was established specifically to alteration the acquisition and privatisation of Guess? (GES).

Glow Holdco 1 described successful authoritative filings arsenic “Parent”, is simply a Delaware corp and present the sole proprietor of Guess?.

Following completion, Guess?’s shares stopped trading connected the New York Stock Exchange, and the institution intends to extremity its US nationalist reporting obligations aft required regulatory submissions.

Public shareholders received the close to $16.75 successful currency for each share, excluding banal held by Authentic and rolling shareholders, which was cancelled without payment.

Outstanding equity awards - including options, restricted banal units and performance-based grants - were accelerated and converted into currency astatine the aforesaid price, taxable to taxation deductions.

Guess? besides amended the indenture governing its 3.75% convertible elder notes owed 2028, with the merger classified arsenic a cardinal change.

Holders tin request repurchase of the notes astatine par positive accrued involvement by 23 February 2026 oregon person them into currency astatine a complaint adjacent to $768.37 for each $1,000 successful principal.

Guess? co-founder and CEO Paul Marciano said: “I’m incredibly arrogant of the iconic manner marque we’ve built implicit the past 45 years. Guess? has go a worldwide person successful fashion, and joining Authentic’s outstanding platform, portfolio and way grounds of occurrence volition alteration america to physique connected this unthinkable instauration and instrumentality our marque to the adjacent level.”