Hudson’s Bay Company and Le Tote, Inc., a leading fashion rental subscription service, have entered into an agreement for Le Tote to acquire Lord + Taylor. Le Tote’s proprietary technology, data and innovation combined with Lord + Taylor’s traditional store footprint, e-commerce presence and merchandise selection will offer customers a new experience in the mid-market segment.
“We’re excited to have reached an agreement with Le Tote that creates a new model for Lord + Taylor, bringing together fashion rental subscriptions with traditional retail,” said Helena Foulkes, HBC’s CEO. “Following an extensive review of strategic alternatives, Le Tote’s leadership and innovative approach is the best path forward for Lord + Taylor, its loyal customers and dedicated associates. For HBC, this transaction builds upon our previous bold actions, further enabling us to focus on our greatest opportunities, Saks Fifth Avenue and Hudson’s Bay.”
Under the terms of the agreement, Le Tote will acquire the Lord + Taylor brand and related intellectual property while assuming operations of 38 stores, Lord + Taylor’s digital channels and the associated inventory.
“Since founding Le Tote, it’s been our mission to push the boundaries of retail,” said Rakesh Tondon, Le Tote’s CEO and founder. “We’ve strived to lead the charge in developing innovative, intuitive, value-driven ways for customers to engage and consume. We’re excited to bring Le Tote together with Lord + Taylor, a storied brand that has stood for quality, style and service for nearly two centuries. With this acquisition, we continue our journey in creating the future of retail.”
Le Tote expects to extend employment offers to the vast majority of Lord + Taylor’s associates.
HBC will receive $99.5 million (USD$75 million) in cash upon the transaction’s closing and a secured promissory note for $33.2 million (USD$25 million) payable in cash after two years. In addition, HBC will receive an equity stake in Le Tote, two seats on the company’s Board of Directors and certain rights as a minority shareholder.
HBC and HBS Global Properties, HBC’s real estate joint venture, will retain ownership of all owned and ground-leased real estate assets related to Lord + Taylor. For at least the initial three years, HBC has agreed to maintain economic responsibility for the rent payments owed by Lord + Taylor at the locations operated by Le Tote. Net of HBC’s distributions from HBS Global Properties, HBC expects to continue to be liable for approximately $77 million in Lord + Taylor total cash rent on an annual basis.
In fiscal 2018, Lord + Taylor represented $1.4 billion of HBC’s $9.4 billion in retail sales. HBC’s 2018 Adjusted EBITDA was $462 million, which reflects a $119 million loss attributable to Lord + Taylor, inclusive of allocated corporate expenses.
Starting in 2021, HBC and Le Tote will have options to reassess the Lord + Taylor store network. This may include HBC recapturing select locations to determine their highest and best use, including possible redevelopment into mixed-use properties with a variety of services, experiences and retail offerings. HBC has hired a team of seasoned professionals to lead the planning and execution of any redevelopment, which is an inherently complex, capital intensive, long-term project. For any recaptured or returned stores, HBC retains long-term rent responsibility, risk and costs for redevelopment.
Le Tote is in the process of securing financing for the full purchase price. The transaction is expected to close before the start of the 2019 holiday season, subject to satisfaction (or waiver) of closing conditions. If committed financing has not been obtained within forty-five days following signing, HBC has the right to terminate the agreement.
PJ SOLOMON acted as financial advisor to HBC for this transaction and throughout the review of strategic alternatives for Lord + Taylor and Willkie Farr & Gallagher LLP acted as legal advisor to HBC. Le Tote was advised by Citi, as its financial advisor, and Kirkland & Ellis LLP, as its legal advisor, in connection with the transaction.
