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Chicos FAS (CHS) to Be Acquired by Sycamore Partners for $1 Billion, $7.60 Per Share

September 28, 2023 7:55 AM EDT

Chico's FAS, Inc. (NYSE: CHS) ("Company" or "Chico's FAS") today announced that it has entered into a definitive agreement to be acquired by Sycamore Partners, a private equity firm specializing in retail, consumer and distribution-related investments. Upon completion of the transaction, Chico's FAS will become a privately held company.

Under the terms of the agreement, Chico's FAS shareholders will receive $7.60 per share in cash. The per share purchase price represents a 65% premium to the Company's closing stock price on September 27, 2023 (the last trading day prior to the announcement of the transaction).

"Through this investment, we are gaining additional expertise, financial resources and strategic flexibility to fuel the growth of our company and three powerful brands: Chico's, White House Black Market and Soma," said Molly Langenstein, Chico's FAS Chief Executive Officer and President. "Sycamore Partners has an outstanding record in the retail industry in partnering with management teams to help businesses reach even greater levels of success. They share our commitment to providing solutions, building communities and creating memorable experiences to bring women confidence and joy. We look forward to working with the Sycamore Partners team to unlock Chico's FAS's full potential."

Kevin Mansell, Chair of the Chico's FAS Board of Directors, said, "The agreement with Sycamore Partners validates Chico's FAS's leadership as a customer led, product obsessed, digital first company with a strong record of operational excellence. The transaction reflects the Board's commitment to maximizing shareholder value. It provides Chico's FAS shareholders with significant immediate cash value and creates exciting opportunities for employees of the Company and our brands."

"We are pleased to have reached this agreement with Chico's FAS and its Board of Directors. We have long admired the Company's three iconic brands, including Chico's, White House Black Market and Soma," said Stefan Kaluzny, Managing Director of Sycamore Partners. "We look forward to partnering with the Company's more than 14,000 talented associates to grow these brands by continuing to deliver excellent products and service to their devoted customers."

Transaction Details

The transaction, which was approved unanimously by the Chico's FAS Board of Directors, is expected to close by the end of the first calendar quarter of 2024, subject to customary closing conditions and approvals, including approval by Chico's FAS shareholders and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction is not subject to a financing condition.

The definitive agreement includes a 30-day "go-shop" period that will expire at 11:59 PM ET on October 27, 2023, which permits Chico's FAS and its financial advisor to actively solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and the Company does not intend to disclose developments with respect to the "go-shop" process unless and until it determines such disclosure is appropriate or is otherwise required.

Upon completion of the transaction, Chico's FAS common stock will no longer be listed on the New York Stock Exchange.

Advisors

Solomon Partners, L.P. is acting as financial advisor to Chico's FAS, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor.

Kirkland & Ellis LLP is acting as legal advisor to Sycamore Partners.



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