SECURES $100 MILLION OF FINANCING FROM WELLS FARGO
COMPANY ALSO ANNOUNCES POSITIVE Q4 SAME STORE SALES
RESTRUCTURING TO BE IMPLEMENTED THROUGH CHAPTER 11 PROCESS; ALL KEYSUPPLIERS TO BE PAID; ALL STORES CURRENTLY REMAIN OPEN
UPON EXIT, PACSUN TO OPERATE AS A WHOLLY-OWNED PRIVATE PORTFOLIO COMPANY OFGOLDEN GATE CAPITAL
ANAHEIM, Calif., April 07, 2016 (GLOBE NEWSWIRE) — Pacific Sunwear of California, Inc. (NASDAQ:PSUN) appear today that it and all of its subsidiaries (collectively, “PacSun” or the “Company”) accept entered into a restructuring abutment acceding (the “RSA”) with affiliates of Golden Gate Basic (“Golden Gate Capital”), the holder of its anchored appellation accommodation provider beneath the Company’s costs facilities. In affiliation with the RSA, a Plan of About-face (the “Plan”) was accustomed by the Company’s Board of Directors, which provides a absolute roadmap for the Aggregation to abide to assassinate its activity and position the Aggregation for abiding success as a a endemic article by Golden Gate Capital.
The parties intend to apparatus the Plan through a Chapter 11 process. To that end, today PacSun filed autonomous petitions to restructure beneath Chapter 11 of the United States Defalcation Code (the “Bankruptcy Code”) in the United States Defalcation Cloister for the District of Delaware (the “Bankruptcy Court”). Beneath the Plan, PacSun will abide to accomplish its business afterwards abeyance to customers, vendors, ally and employees.
Pursuant to the Plan, Golden Gate Basic will be converting added than 65% of its appellation accommodation debt into the disinterestedness of the reorganized aggregation and accouterment a minimum of $20 actor in added basic to the reorganized Aggregation aloft its actualization from Chapter 11 to abutment its abiding advance objectives. The Aggregation additionally appear that it has accustomed a allegation for a adjustable draw $100 actor in debtor-in-possession (“DIP”) costs from Wells Fargo Bank, National Association (“Wells Fargo”), the Company’s blaster lender, which will acquiesce the Aggregation to draw basic as bare to administer melancholia swings in banknote flow. Wells Fargo has additionally committed to accommodate a five-year $100 actor revolving band of acclaim able aloft the Company’s actualization from Chapter 11 and accountable to assertive conditions.
Gary H. Schoenfeld, President and Chief Executive Officer, stated: “The plan adjourned with Golden Gate Basic and accustomed by our Board of Directors places PacSun in a absolute able position as we abide the cast and affairs transformation that our aggregation has formed relentlessly to achieve. Golden Gate Basic is a clandestine disinterestedness advance close with over $15 billion of basic beneath administration and a amazing clue almanac of success. Their abysmal acquaintance with our business, retail expertise, banking backbone and industry acquaintance accomplish them an aberrant disinterestedness accomplice for us activity forward. Importantly, abundant cast partnerships will abide ascendant to PacSun’s success and the Plan provides for all key suppliers to be paid in abounding afterward the able date of the Plan.”
Mr. Schoenfeld continued, “We accept been authoritative cogent strides over the accomplished several years to advance performance. Due to our team’s adamantine assignment and different cast partnerships, PacSun is the alone one of our absolute retail competitors to accomplish circuitous absolute same-store-sales over the accomplished four years. Through this restructuring, however, we plan to break the two structural issues that operationally we could not fix on our own. Aboriginal is a absolute aerial control amount of about $140 actor per year, and additional is about $90 actor of abiding debt advancing due afterwards this year. The defalcation activity gives us the adeptness both to fix our antithesis area by abbreviation our abiding debt by added than 65%, and abate our anniversary control costs, either through freeholder negotiations or charter rejections, appropriately adjusting the anchored costs of operating our food to bigger bout the alive retail landscape.”
Josh Olshansky, Managing Director at Golden Gate Capital, said: “PacSun has auspiciously transitioned above its absolute abject of activity sports brands to what we accept is the best accordant and coveted mix of brands adulatory the California lifestyle. We accept in the approaching of the Company, as reflected by our cogent bang of new basic into the business. While there is still assignment to be done, we are admiring of the accomplish the Aggregation and its administration aggregation accept taken to position PacSun for success and advance continued afterwards emergence. Notably, the Aggregation has delivered absolute commensurable abundance sales in 13 of the accomplished 16 quarters. We attending advanced to alive carefully with Gary and the PacSun aggregation to body a stronger approaching while continuing to bear the acute artefact array and abundant arcade acquaintance that has continued authentic PacSun to customers.”
The DIP from Wells Fargo provides for a $100 actor revolving acclaim adeptness that will acquiesce the Aggregation to draw basic as bare to administer melancholia swings in banknote flow, accountable to assertive limitations and conditions. This DIP financing, in affiliation with the Company’s banknote on hand, is accepted to armamentarium the Company’s operations during the Chapter 11 process, including its obligations to vendors, employees, and added purveyors of appurtenances and services. The DIP is accountable to Defalcation Cloister approval and the achievement of defined closing conditions.
PacSun intends to accomplish its business as accepted throughout the Chapter 11 restructuring process. All PacSun food civic will abide accessible on accustomed schedules and are continuing to accomplish in the accustomed course. The Chapter 11 filing should accept no absolute appulse on PacSun’s advisers and customers.
The Aggregation is gluttonous accepted ascendancy from the Defalcation Cloister to abide to accomplish allowance and bacon payments, abide assorted allowances for advisers and account assertive chump programs, such as allowances becoming beneath its myGSOM REWARDS adherence program, allowance cards and allotment on commodity purchased above-mentioned to the defalcation filing. Defalcation Cloister approval for those requests is accepted aural the aing few days. As a result, the Company’s salaried and alternate advisers should abide to be paid on the accustomed schedule, and there are accepted to be no changes to assorted abettor account programs. In addition, barter should not acquaintance any changes in their accord with PacSun as there are accepted to be no changes to the chump adherence program, assurance programs, acknowledgment behavior or allowance agenda balances.
Guggenheim Securities is acting as advance broker for the Company, Klee, Tuchin, Bogdanoff & Stern LLP is the Company’s acknowledged admonition in affiliation with the debt restructuring, and RCS Absolute Acreage Advisors is the Company’s absolute acreage advisor. FTI Consulting serves as its restructuring advisor. Perella Weinberg Ally is acting as banking adviser for Golden Gate Capital, and Kirkland & Ellis is Golden Gate Capital’s acknowledged counsel. Choate Hall & Stewart LLP is Wells Fargo’s acknowledged counsel.
Information apropos the Company’s Chapter 11 filings, including admission to cloister documents, can be begin at pacsun.com, http://casesprimeclerk.com/PSUN (the court-appointed claims abettor site), or www.deb.uscourts.gov, the official Defalcation Cloister website.
Fourth Division Banking Information
The Aggregation additionally appear today that net sales for the fourth division of budgetary 2015 concluded January 30, 2016, were $232.9 actor against net sales of $231.6 actor for the fourth division of budgetary 2014 concluded January 31, 2015. Commensurable abundance sales for the fourth division of budgetary 2015 were hardly absolute at 0.2%. The Aggregation concluded the fourth division of budgetary 2015 with 601 food against 605 food a year ago.
On a GAAP basis, the Aggregation appear a net accident of $10.0 million, or $(0.14) per adulterated share, for the fourth division of budgetary 2015, compared to a net accident of $26.0 million, or $(0.38) per adulterated share, for the fourth division of budgetary 2015. The net accident for the Company’s fourth division of budgetary 2015 included a non-cash accretion of $0.2 million, or $0.00 per adulterated share, compared to a non-cash accident of $14.3 million, or $(0.21) per adulterated share, for the fourth division of budgetary 2014, accompanying to the acquired accountability that resulted from the arising of Convertible Series B Preferred Banal (the “Series B Preferred”) in affiliation with the appellation accommodation costs the Aggregation completed in December 2011 with an associate of Golden Gate Capital.
On a non-GAAP basis, excluding the non-cash accident on the acquired liability, added ancient charges, and d a tax account of $2.5 million, the Aggregation would accept incurred a net accident for the fourth division of budgetary 2015 of $6.4 million, or $(0.09) per adulterated share, as compared to net accident of $7.1 million, or $(0.10) per adulterated share, for the aforementioned aeon a year ago.
“Our hardly absolute atone abundance sales achievement was at the bigger end of what abounding retailers accomplished over the Holiday season, which continues to validate our amount strategies as we re-establish the new PacSun,” said Mr. Schoenfeld.
Full Year Banking Information
Net sales for budgetary 2015 were $800.9 actor against net sales of $826.8 actor for budgetary 2014. Commensurable abundance sales decreased 2.6% during budgetary 2015.
On a GAAP basis, the Aggregation appear a net accident of $8.5 million, or $(0.12) per adulterated share, for the 2015 budgetary year, compared to a net accident of $29.4 million, or $(0.42) per adulterated allotment for the 2014 budgetary year. The net accident for the 2015 budgetary year included a non-cash accretion of $27.7 million, or $0.40 per adulterated share, compared to a non-cash accretion of $2.3 million, or $0.03 per adulterated allotment for the 2014 budgetary year, accompanying to the acquired liability.
On a non-GAAP basis, excluding the non-cash accretion on acquired liability, added ancient charges, and d a tax account of about $11.0 million, the Aggregation would accept incurred a net accident for the 2015 budgetary year of $22.6 million, or $(0.32) per adulterated share, as compared to a net accident of $18.5 million, or $(0.27) per adulterated share, for the 2014 budgetary year.
Derivative LiabilityIn budgetary 2011, as a aftereffect of the arising of the Series B Preferred in affiliation with the Company’s $60 actor chief anchored appellation accommodation costs with an associate of Golden Gate Capital, the Aggregation recorded a acquired accountability according to about $15 million, which represented the fair amount of the Series B Preferred aloft issuance. In accordance with applicative U.S. GAAP, the Aggregation has apparent this acquired accountability to fair amount through balance and will abide to do so on a annual base until the shares of Series B Preferred are either adapted into shares of the Company’s accepted banal or until the about-face rights expire (December 2021).
About Pacific Sunwear of California, Inc.Pacific Sunwear of California, Inc. and its subsidiaries (collectively, “PacSun” or the “Company”) is a arch specialty banker carrying Best Brands, Abundant StyleTM through its different 34 year ancestry at the centermost of California lifestyle. The Aggregation sells a aggregate of branded and proprietary accidental apparel, accessories and cossack advised to abode to adolescence and adolescent adults. As of April 7, 2016, the Aggregation operates 593 food in all 50 states and Puerto Rico. PacSun’s website abode is www.pacsun.com.
About Golden Gate CapitalGolden Gate Basic is a San Francisco-based clandestine disinterestedness advance close with over $15 billion of basic beneath management. The principals of Golden Gate Basic accept a continued and acknowledged history of advance beyond a advanced ambit of industries and transaction types, including going-privates, accumulated divestitures, and recapitalizations, as able-bodied as debt and accessible disinterestedness investments. In accession to PacSun, retail investments sponsored by Golden Gate Basic accommodate California Pizza Kitchen, Eddie Bauer, Express, Payless Shoes, Red Lobster and Zales. For added information, appointment www.goldengatecap.com.
About Non-GAAP Banking MeasuresThis columnist absolution and the accompanying tables accommodate non-GAAP banking measures. For a description of these non-GAAP banking measures and reconciliations of these non-GAAP banking measures to the best anon commensurable banking measures able in accordance with About Accepted Accounting Principles, amuse see the accompanying table blue-blooded “Reconciliation of Selected GAAP Measures to Non-GAAP Measures” and the area afterward such table blue-blooded “About Non-GAAP Banking Measures.”
Pacific Sunwear Safe HarborThis columnist absolution contains “forward-looking statements” including, afterwards limitation, the statements fabricated by Mr. Schoenfeld and Mr. Olshansky in the fourth, fifth, sixth and fifteenth paragraphs. In anniversary case, these statements are fabricated pursuant to the safe anchorage accoutrement of the Clandestine Securities Litigation Reform Act of 1995. The Aggregation intends that these advanced statements be accountable to the safe harbors created thereby. These statements are not absolute facts and absorb estimates, assumptions and uncertainties that could account absolute after-effects to alter materially from those bidding in such advanced statements. Uncertainties that could abnormally affect the Company’s business and after-effects include, amid others, the afterward factors: added sourcing and artefact costs; adverse changes in U.S. and apple bread-and-er altitude generally; adverse changes in chump spending; changes in chump demands and preferences; adverse changes in same-store sales; college than advancing markdowns and/or college than estimated selling, accepted and authoritative costs; bill fluctuations; antagonism from added retailers and uncertainties about associated with accoutrement retailing; merchandising/fashion risk; lower than accepted sales from clandestine characterization merchandise; assurance on key personnel; bread-and-er appulse of accustomed disasters, agitator attacks or war/threat of war; shortages of food and/or contractors as a aftereffect of accustomed disasters or agitator acts, which could account abrupt delays in abundance relocations, renovations or expansions; assurance on adopted sources of production; and added risks categorical in the Company’s filings with the Securities and Exchange Commission (“SEC”), including but not bound to the Company’s Anniversary Address on Form 10-K for the budgetary year concluded January 31, 2015, and consecutive alternate letters filed with the SEC. In addition, risks and uncertainties apropos to the defalcation filing by the Aggregation could additionally abnormally affect the Company’s business and results, including but not bound to, (i) the Company’s adeptness to access Defalcation Cloister approval with account to motions in the Company’s defalcation case, (ii) the adeptness of the Aggregation to able the affairs advised by the RSA with account to the bankruptcy, (iii) the furnishings of the Company’s defalcation filing on the Aggregation and on the interests of assorted constituents, (iv) Defalcation Cloister rulings in the defalcation cases and the aftereffect of the cases in general, (v) the breadth of time the Aggregation will accomplish beneath its defalcation cases, (vi) risks associated with third affair motions in the defalcation cases, which may baffle with the Company’s adeptness to able the affairs advised by the RSA, (vii) the abeyant adverse furnishings of the defalcation cases on the Company’s clamminess or after-effects of operations, (viii) the adeptness to accomplish the Company’s business and able the affairs advised by the RSA, (ix) the affairs advised by the DIP costs agreement, and the RSA actuality accountable to closing conditions, which altitude may not be annoyed for assorted reasons, including for affidavit alfresco of the Company’s control; (x) added acknowledged costs to assassinate the Company’s reorganization, and added risks and uncertainties, (xi) the Company’s adeptness to advance contracts, barter acclaim and added chump and/or bell-ringer relationships that are basic to the Company’s operations, and (xii) the Company’s adeptness to absorb key admiral and employees. Absolute after-effects accomplished are not necessarily apocalyptic of approaching affairs of the Company. Readers are cautioned not to abode disproportionate assurance on these advanced statements, which allege alone as of the date hereof. The Aggregation assumes no obligation to amend or alter any such advanced statements to reflect contest or affairs that action afterwards such statements are made. Nonetheless, the Aggregation affluence the appropriate to accomplish such updates from time to time by columnist release, alternate address or added adjustment of accessible acknowledgment afterwards the allegation for specific advertence to this columnist release. No such amend shall be accounted to announce that added statements not addressed by such amend abide actual or actualize an obligation to accommodate any added updates.
Media:Sard Verbinnen & CoDenise DesChenes/Nathaniel Garnick/Jenny Gore(212) 687-8080
Investors:Craig E. GosselinSenior Vice President and Accepted Counsel(714) 414-4667
ABOUT NON-GAAP FINANCIAL MEASURES
The accompanying columnist absolution anachronous April 7, 2016 contains non-GAAP banking measures. These non-GAAP banking measures accommodate non-GAAP net accident and non-GAAP net accident per adulterated allotment for the fourth abode and budgetary years 2015 and 2014, respectively, and non-GAAP net accident per adulterated allotment advice for the aboriginal division of budgetary 2016. Non-GAAP banking measures should not be advised as a acting for, or above to, measures of banking achievement able in accordance with GAAP. These non-GAAP banking measures do not reflect a absolute arrangement of accounting, alter from GAAP measures with the aforementioned names and may alter from non-GAAP banking measures with the aforementioned or agnate names that are acclimated by added companies. The Aggregation computes non-GAAP banking measures application the aforementioned constant adjustment from division to division and year to year. The Aggregation may accede whether added cogent items that appear in the approaching should be afar from the non-GAAP banking measures. The Aggregation has afar the afterward items from all of its non-GAAP banking measures:
The Aggregation believes that these non-GAAP banking measures accommodate allusive added advice apropos the Company’s operating after-effects primarily because they exclude amounts that are not advised allotment of advancing operating after-effects back planning and forecasting and back assessing the achievement of the organization, alone operating segments or its chief management. In addition, the Aggregation believes that non-GAAP banking advice is acclimated by analysts and others in the advance association to assay the Company’s absolute after-effects and in accouterment estimates of approaching achievement and that abortion to address these non-GAAP measures, could aftereffect in abashing amid analysts and others and actualize a confused acumen that the Company’s after-effects accept underperformed or exceeded expectations.
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