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Goodmans Deals & Cases

This section contains brief summaries of selected significant cases and transactions.  You'll also find representative lists  - by year - of major transactions and cases where Goodmans' involvement is a matter of public record or where inclusion in the list has been authorized by our clients.

Eddie Bauer’s Cross-Border Restructuring and Acquisition by Golden Gate

2009

Areas Banking and Finance Law, Commercial Real Estate, Corporate Finance and Securities, Corporate Restructuring, Employment and Labour, Litigation, Pensions, Private Equity, Tax

Summary

Goodmans represented Eddie Bauer in Canada in connection with Eddie Bauer's cross-border restructuring and acquisition. Everest Holdings LLC, a Delaware limited liability company controlled by investment funds managed by Golden Gate Private Equity, Inc. ("Golden Gate") completed its direct and indirect acquisition of substantially all of the assets of the specialty clothing retailer Eddie Bauer Holdings Inc. ("Eddie Bauer") for US $286 million plus the assumption of certain of Eddie Bauer’s liabilities on August 3, 2009. As part of the larger transaction, the Canadian Eddie Bauer business was acquired by Eddie Bauer of Canada Corporation, an affiliate of Everest Holdings, for US $11 million.

On June 17, 2009, Eddie Bauer and certain of its U.S. and Canadian subsidiaries commenced voluntary bankruptcy proceedings under Chapter 11 of the United States Bankruptcy Code and the Companies’ Creditors Arrangement Act ("CCAA").   In connection with those filings, a DIP financing facility in favour of Bank of America (as agent for a syndicate) was approved in the US proceedings, and the Canadian subsidiaries were authorized to continue borrowing from their parent company on the strength of a court ordered DIP charge. A cross border protocol was approved by the courts in both jurisdictions to permit court to court communications and joint hearings.  On June 29, 2009, after a joint hearing, both courts approved a stalking horse asset purchase agreement with an affiliate of CCMP Capital Advisors, LLC, and directed the holding of an auction in New York on July 16, 2009.  After robust bidding at the auction, Everest Holdings LLC was declared the successful bidder, and on July 22, 2009, after a joint hearing, the both courts approved the sale to Everest Holdings.  That sale has now concluded, and claims processes are underway in both jurisdictions to assess claims and deal with appropriate distributions of proceeds.

Golden Gate plans to maintain a substantial majority of Eddie Bauer’s stores and employees. The Eddie Bauer acquisition adds to Golden Gate’s growing portfolio of apparel and accessories retail chains and direct marketing companies. Golden Gate also arranged for a new asset based lending (ABL) facility to serve the on-going liquidity needs of the acquired Eddie Bauer business. This ABL facility was provided by a lending syndicate led by Bank of America and GE Capital.