The Work

February 24, 2012 4:35 PM

Kenneth Cole Turns to Willkie to Help Take His Company Private

Posted by Sara Randazzo

Fashion designer Kenneth Cole announced Friday plans to take his Kenneth Cole Productions private by acquiring all the publicly held shares of the company's common stock in a deal that values the 30-year-old design house at $280 million.

Cole, who serves as the company's chairman and chief creative officer, currently owns 47 percent of Kenneth Cole Productions common stock, giving him 89 percent of the company's voting power.

In a letter sent to the company's board of directors Thursday, Cole outlined a plan under which he would pay $15 per share in cash to those who hold the outstanding 53 percent of the publicly traded common stock. The price represents a 26 percent premium over the stock's average closing price during the 45 days of trading prior to Thursday.

Cole has turned to Willkie Farr & Gallagher corporate and financial services partner Adam Turteltaub and senior corporate partner Jack Nusbaum, who served as the firm's chairman from 1987 through 2009, to guide him through the going-private process.

In his letter to the board, Cole's expresses a desire to transform Kenneth Cole into a company that is more focused on the future and "entrepreneurial."

"I believe it is increasingly difficult," Cole writes, "to develop this type of culture in a public company context, where the public markets are increasingly focused on short-term results."

Cole explains in the letter that he expects to finance the deal by investing all of the shares he directly and indirectly owns, as well as by raising funding from third-party sources.

A special committee of independent directors, advised by Sidley Austin corporate and securities partner Joseph Armbrust in New York, has been formed to represent the public stockholders and to sign off on the transaction.

Willkie Farr's Turteltaub and Nusbaum also played a role in preppy fashion clothier J.Crew going private. In that 2010 deal, the pair represented J.Crew chairman and chief executive Millard "Mickey" Drexler.

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