Pacific Sunwear of California Inc, a specialty retailer that is backed by Golden Gate Capital, has filed for Chapter 11 bankruptcy protection. Golden Gate is converting more than 65 percent of its term loan debt into the equity of the reorganized company and will provide a minimum $20 million in additional capital once PacSun emerges from Chapter 11. Wells Fargo Bank, National Association are providing a flexible draw $100 million in debtor-in-possession (“DIP”) financing to PacSun, which the company can draw on during its reorganization. Wells Fargo has also committed to provide a five-year $100 million revolving line of credit to PacSun once it emerges from Chapter 11. PacSun said all of its stores would remain open as it reorganizes. Guggenheim Securities is acting as investment banker for the Company, Klee, Tuchin, Bogdanoff & Stern LLP is the Company’s attorney in connection with the debt restructuring, and RCS Real Estate Advisors is the Company’s real estate advisor. FTI Consulting serves as its restructuring advisor. Perella Weinberg Partners is acting as financial advisor for Golden Gate Capital, and Kirkland & Ellis is Golden Gate Capital’s legal counsel. Choate Hall & Stewart LLP is Wells Fargo’s legal counsel.
ANAHEIM, Calif., April 7, 2016 — Pacific Sunwear of California, Inc. (NASDAQ: PSUN) announced today that it
and all of its subsidiaries (collectively, “PacSun” or the “Company”) have entered into a restructuring support
agreement (the “RSA”) with affiliates of Golden Gate Capital (“Golden Gate Capital”), the holder of its secured
term loan provider under the Company’s financing facilities. In conjunction with the RSA, a Plan of Reorganization
(the “Plan”) was approved by the Company’s Board of Directors, which provides a comprehensive roadmap for the
Company to continue to execute its strategy and position the Company for long-term success as a privately owned
entity by Golden Gate Capital.
The parties intend to implement the Plan through a Chapter 11 process. To that end, today PacSun filed voluntary
petitions to restructure under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the
United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). Under the Plan, PacSun will
continue to operate its business without interruption to customers, vendors, partners and employees.
Pursuant to the Plan, Golden Gate Capital will be converting more than 65% of its term loan debt into the equity of
the reorganized company and providing a minimum of $20 million in additional capital to the reorganized Company
upon its emergence from Chapter 11 to support its long-term growth objectives. The Company also announced that
it has received a commitment for a flexible draw $100 million in debtor-in-possession (“DIP”) financing from Wells
Fargo Bank, National Association (“Wells Fargo”), the Company’s revolver lender, which will allow the Company
to draw capital as needed to manage seasonal swings in cash flow. Wells Fargo has also committed to provide a
five-year $100 million revolving line of credit effective upon the Company’s emergence from Chapter 11 and
subject to certain conditions.
Gary H. Schoenfeld, President and Chief Executive Officer, stated: “The plan negotiated with Golden Gate Capital
and approved by our Board of Directors places PacSun in a very promising position as we continue the brand and
merchandising transformation that our team has worked relentlessly to achieve. Golden Gate Capital is a private
equity investment firm with over $15 billion of capital under management and a tremendous track record of
success. Their deep familiarity with our business, retail expertise, financial strength and industry experience make
them an exceptional equity partner for us going forward. Importantly, great brand partnerships will remain
paramount to PacSun’s success and the Plan provides for all key suppliers to be paid in full following the effective
date of the Plan.”
Mr. Schoenfeld continued, “We have been making significant strides over the past several years to improve
performance. Due to our team’s hard work and unique brand partnerships, PacSun is the only one of our direct retail
competitors to achieve compounded positive same-store-sales over the past four years. Through this restructuring,
however, we plan to solve the two structural issues that operationally we could not fix on our own. First is a very
high occupancy cost of approximately $140 million per year, and second is nearly $90 million of long-term debt
coming due later this year. The bankruptcy process gives us the ability both to fix our balance sheet by reducing our
long-term debt by more than 65%, and reduce our annual occupancy costs, either through landlord negotiations or
lease rejections, appropriately adjusting the fixed costs of operating our stores to better match the shifting retail
Josh Olshansky, Managing Director at Golden Gate Capital, said: “PacSun has successfully transitioned beyond its
historical base of action sports brands to what we believe is the most relevant and coveted mix of brands celebrating
the California lifestyle. We believe in the future of the Company, as reflected by our significant injection of new
capital into the business. While there is still work to be done, we are supportive of the steps the Company and its
management team have taken to position PacSun for success and growth long after emergence. Notably, the
Company has delivered positive comparable store sales in 13 of the past 16 quarters. We look forward to working
closely with Gary and the PacSun team to build a stronger future while continuing to deliver the compelling product
assortment and great shopping experience that has long defined PacSun to customers.”
The DIP from Wells Fargo provides for a $100 million revolving credit facility that will allow the Company to draw
capital as needed to manage seasonal swings in cash flow, subject to certain limitations and conditions. This DIP
financing, in conjunction with the Company’s cash on hand, is expected to fund the Company’s operations during
the Chapter 11 process, including its obligations to vendors, employees, and other purveyors of goods and services.
The DIP is subject to Bankruptcy Court approval and the satisfaction of specified closing conditions.
PacSun intends to operate its business as usual throughout the Chapter 11 restructuring process. All PacSun stores
nationwide will remain open on normal schedules and are continuing to operate in the ordinary course. The Chapter
11 filing should have no immediate impact on PacSun’s employees and customers.
The Company is seeking customary authority from the Bankruptcy Court to continue to make wage and salary
payments, continue various benefits for employees and honor certain customer programs, such as benefits earned
under its myGSOM REWARDS loyalty program, gift cards and returns on merchandise purchased prior to the
bankruptcy filing. Bankruptcy Court approval for those requests is expected within the next few days. As a result,
the Company’s salaried and hourly employees should continue to be paid on the normal schedule, and there are
expected to be no changes to various employee benefit programs. In addition, customers should not experience any
changes in their relationship with PacSun as there are expected to be no changes to the customer loyalty program,
warranty programs, return policies or gift card balances.
Guggenheim Securities is acting as investment banker for the Company, Klee, Tuchin, Bogdanoff & Stern LLP is the Company’s legal counsel in connection with the debt restructuring, and RCS Real Estate Advisors is the Company’s real estate advisor. FTI Consulting serves as its restructuring advisor. Perella Weinberg Partners is acting
as financial advisor for Golden Gate Capital, and Kirkland & Ellis is Golden Gate Capital’s legal counsel. Choate
Hall & Stewart LLP is Wells Fargo’s legal counsel.
Information regarding the Company’s Chapter 11 filings, including access to court documents, can be found at
pacsun.com, http://casesprimeclerk.com/PSUN (the court-appointed claims agent site), or www.deb.uscourts.gov,
the official Bankruptcy Court website.
Fourth Quarter Financial Information
The Company also announced today that net sales for the fourth quarter of fiscal 2015 ended January 30, 2016,
were $232.9 million versus net sales of $231.6 million for the fourth quarter of fiscal 2014 ended January 31, 2015.
Comparable store sales for the fourth quarter of fiscal 2015 were slightly positive at 0.2%. The Company ended the
fourth quarter of fiscal 2015 with 601 stores versus 605 stores a year ago.
On a GAAP basis, the Company reported a net loss of $10.0 million, or $(0.14) per diluted share, for the fourth
quarter of fiscal 2015, compared to a net loss of $26.0 million, or $(0.38) per diluted share, for the fourth quarter of
fiscal 2015. The net loss for the Company’s fourth quarter of fiscal 2015 included a non-cash gain of $0.2 million,
or $0.00 per diluted share, compared to a non-cash loss of $14.3 million, or $(0.21) per diluted share, for the fourth
quarter of fiscal 2014, related to the derivative liability that resulted from the issuance of Convertible Series B
Preferred Stock (the “Series B Preferred”) in connection with the term loan financing the Company completed in
December 2011 with an affiliate of Golden Gate Capital.
On a non-GAAP basis, excluding the non-cash loss on the derivative liability, other one-time charges, and assuming
a tax benefit of $2.5 million, the Company would have incurred a net loss for the fourth quarter of fiscal 2015 of
$6.4 million, or $(0.09) per diluted share, as compared to net loss of $7.1 million, or $(0.10) per diluted share, for
the same period a year ago.
“Our slightly positive comp store sales performance was at the better end of what many retailers experienced over
the Holiday season, which continues to validate our core strategies as we re-establish the new PacSun,” said Mr.
Full Year Financial Information
Net sales for fiscal 2015 were $800.9 million versus net sales of $826.8 million for fiscal 2014. Comparable store
sales decreased 2.6% during fiscal 2015.
On a GAAP basis, the Company reported a net loss of $8.5 million, or $(0.12) per diluted share, for the 2015 fiscal
year, compared to a net loss of $29.4 million, or $(0.42) per diluted share for the 2014 fiscal year. The net loss for
the 2015 fiscal year included a non-cash gain of $27.7 million, or $0.40 per diluted share, compared to a non-cash
gain of $2.3 million, or $0.03 per diluted share for the 2014 fiscal year, related to the derivative liability.
On a non-GAAP basis, excluding the non-cash gain on derivative liability, other one-time charges, and assuming a
tax benefit of approximately $11.0 million, the Company would have incurred a net loss for the 2015 fiscal year of
$22.6 million, or $(0.32) per diluted share, as compared to a net loss of $18.5 million, or $(0.27) per diluted share,
for the 2014 fiscal year.
In fiscal 2011, as a result of the issuance of the Series B Preferred in connection with the Company’s $60 million senior secured
term loan financing with an affiliate of Golden Gate Capital, the Company recorded a derivative liability equal to
approximately $15 million, which represented the fair value of the Series B Preferred upon issuance. In accordance with
applicable U.S. GAAP, the Company has marked this derivative liability to fair value through earnings and will continue to do
so on a quarterly basis until the shares of Series B Preferred are either converted into shares of the Company’s common
stock or until the conversion 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 leading
specialty retailer delivering Best Brands, Great StyleTM through its unique 34 year heritage at the center of
California lifestyle. The Company sells a combination of branded and proprietary casual apparel, accessories and
footwear designed to appeal to teens and young adults. As of April 7, 2016, the Company operates 593 stores in all
50 states and Puerto Rico. PacSun’s website address is www.pacsun.com.
About Golden Gate Capital
Golden Gate Capital is a San Francisco-based private equity investment firm with over $15 billion of capital under
management. The principals of Golden Gate Capital have a long and successful history of investing across a wide
range of industries and transaction types, including going-privates, corporate divestitures, and recapitalizations, as
well as debt and public equity investments. In addition to PacSun, retail investments sponsored by Golden Gate
Capital include California Pizza Kitchen, Eddie Bauer, Express, Payless Shoes, Red Lobster and Zales. For more
information, visit www.goldengatecap.com.
About Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures. For a description of these
non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly
comparable financial measures prepared in accordance with Generally Accepted Accounting Principles, please see
the accompanying table titled “Reconciliation of Selected GAAP Measures to Non-GAAP Measures” and the
section following such table titled “About Non-GAAP Financial Measures.”
Pacific Sunwear Safe Harbor
This press release contains “forward-looking statements” including, without limitation, the statements made by Mr. Schoenfeld and Mr.
Olshansky in the fourth, fifth, sixth and fifteenth paragraphs. In each case, these statements are made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. The Company intends that these forward-looking statements be subject to the safe
harbors created thereby. These statements are not historical facts and involve estimates, assumptions and uncertainties that could cause actual
results to differ materially from those expressed in such forward-looking statements. Uncertainties that could adversely affect the Company’s
business and results include, among others, the following factors: increased sourcing and product costs; adverse changes in U.S. and world
economic conditions generally; adverse changes in consumer spending; changes in consumer demands and preferences; adverse changes in
same-store sales; higher than anticipated markdowns and/or higher than estimated selling, general and administrative costs; currency
fluctuations; competition from other retailers and uncertainties generally associated with apparel retailing; merchandising/fashion risk; lower
than expected sales from private label merchandise; reliance on key personnel; economic impact of natural disasters, terrorist attacks or war/
threat of war; shortages of supplies and/or contractors as a result of natural disasters or terrorist acts, which could cause unexpected delays in
store relocations, renovations or expansions; reliance on foreign sources of production; and other risks outlined in the Company’s filings with
the Securities and Exchange Commission (“SEC”), including but not limited to the Company’s Annual Report on Form 10-K for the fiscal
year ended January 31, 2015, and subsequent periodic reports filed with the SEC. In addition, risks and uncertainties relating to the
bankruptcy filing by the Company could also adversely affect the Company’s business and results, including but not limited to, (i) the
Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Company’s bankruptcy case, (ii) the ability of the
Company to consummate the transactions contemplated by the RSA with respect to the bankruptcy, (iii) the effects of the Company’s
bankruptcy filing on the Company and on the interests of various constituents, (iv) Bankruptcy Court rulings in the bankruptcy cases and the
outcome of the cases in general, (v) the length of time the Company will operate under its bankruptcy cases, (vi) risks associated with third
party motions in the bankruptcy cases, which may interfere with the Company’s ability to consummate the transactions contemplated by the
RSA, (vii) the potential adverse effects of the bankruptcy cases on the Company’s liquidity or results of operations, (viii) the ability to operate
the Company’s business and consummate the transactions contemplated by the RSA, (ix) the transactions contemplated by the DIP financing
agreement, and the RSA being subject to closing conditions, which conditions may not be satisfied for various reasons, including for reasons
outside of the Company’s control. (x) increased legal costs to execute the Company’s reorganization, and other risks and uncertainties, (xi)
the Company’s ability to maintain contracts, trade credit and other customer and/or vendor relationships that are essential to the Company’s
operations, and (xii) the Company’s ability to retain key executives and employees. Historical results achieved are not necessarily indicative
of future prospects of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date hereof. The Company assumes no obligation to update or revise any such forward-looking statements to reflect events or
circumstances that occur after such statements are made. Nonetheless, the Company reserves the right to make such updates from time to
time by press release, periodic report or other method of public disclosure without the need for specific reference to this press release. No
such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide
any other updates.