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PacSun To Close up to 200 Stores, Golden Gate Gets Option to Buy Up to 20%

Pacific Sunwear of California is closing about 175 to 200 underperforming stores in the next 14 months. It also completed a $100 milion revolving credit facility with Wells Fargo Capital Finance and a $60 million senior secured term loan with Golden Gate Capital. Golden Gate gets the right to buy up to 20% of PacSun at an exercise price of $1.75 plus two board seats.

PRESS RELEASE

Pacific Sunwear of California, Inc. (NASDAQ: PSUN) announced today the completion of extensive negotiations with landlords that will result in the closure of approximately 175-200 underperforming stores within the next 14 months. The Company also announced the completion of a five-year, $100 million revolving credit facility with Wells Fargo Capital Finance and a five-year, $60 million senior secured term loan funded by Golden Gate Capital, a leading private equity firm with extensive experience in the retail sector.

“The combination of these transactions greatly enhances our financial and operating position, and is another critical step forward as we work to re-establish PacSun as a leading specialty retailer across the U.S.,” said Gary H. Schoenfeld, President and Chief Executive Officer. “With the support from all of our major landlords, we can now focus on our targeted base of 550-600 better performing stores and our enhanced merchandising and marketing strategies for becoming the preferred destination among teens and young adults for great style and great brands.”

Real Estate Restructuring

The agreements reached with the Company’s landlords include the buyout of approximately 75 leases at a cost of approximately $13 million, short-term extensions for approximately 50 better performing stores, and termination upon lease expiration of approximately 115 stores by the end of fiscal 2012. A portion of the proceeds from the Golden Gate Capital senior secured term loan will be utilized to fund the lease buyout payments.

“For the prior twelve months through the end of the third quarter, the stores that we will be closing had average sales of $0.6 million and a same-store sales rate of -9%. Conversely, average sales for the remainder of our stores were approximately $1.1 million with a same-store sales rate of -1% which represents a much healthier base to move forward with,” Mr. Schoenfeld said.

New Financings

The Company entered into a new five year $100 million revolving credit facility with Wells Fargo Capital Finance, replacing the previous revolving credit facility which would have expired in April, 2013. The Wells Fargo credit facility is secured primarily by a first priority interest in inventory and other excess working capital, and bears interest at the rate of 150-200 basis points over LIBOR.

Golden Gate’s senior secured term loan is secured by a second lien on the Company’s inventory and receivables, and a first lien in the Company’s remaining assets. In addition to interest and fees payable on the loan, the Company issued convertible preferred stock to an affiliate of Golden Gate which gives it the right to purchase up to 19.9% of the Company’s common stock (16.7% on a fully-diluted basis) at an exercise price of $1.75, a 33% premium over the closing price of the Company’s common stock on December 6, 2011. Golden Gate also received the right to appoint two members to PacSun’s Board of Directors. Joshua Olshansky, a Managing Director and head of Golden Gate’s retail group, and Neale Attenborough, Golden Gate’s retail group Operating Partner, were appointed to fill the two current vacancies on PacSun’s Board.

Golden Gate is one of the most active private equity investors in the retail and restaurants sector and has extensive experience working with brands in transition. Some of the firm’s portfolio companies include Express, J.Jill, Eddie Bauer, Zales and California Pizza Kitchen. “Golden Gate’s deep retail experience, strong track record of working with great brands, and highly flexible investment approach make them an attractive partner for PacSun,” Mr. Schoenfeld said. “We look forward to working closely with them along with Wells Fargo which has been a banking partner for several years.”

Mr. Olshansky stated, “Taken in the aggregate, these actions will immediately strengthen the Company by improving its liquidity, profitability and the quality of its real estate portfolio. The initiatives announced today give the Company and its new management team time and significant additional resources to execute on and accelerate its turnaround plan.”

Financial Results for Third Fiscal Quarter of 2011

The Company also announced its results for the third quarter of fiscal 2011. Net sales for the third quarter of fiscal 2011 ended October 29, 2011, were $242.0 million versus net sales of $257.9 million for the third quarter of fiscal 2010 ended October 30, 2010. Total Company same-store sales decreased 3% during the period.

On a GAAP basis, including real estate buyout costs of $1.9 million and non-cash asset impairment charges of $4.4 million related to store closures, the Company reported a net loss of $17.6 million, or $(0.26) per share, compared to a net loss of $7.0 million, or $(0.11) per share, for the third quarter of fiscal 2010, which included non-cash asset impairment charges of $0.6 million related to store closures. On a non-GAAP basis, excluding the aforementioned store closure charges, and using a normalized annual income tax rate of approximately 37%, the Company’s net loss for the third quarter would have been $7.1 million, or $(0.10) per share, as compared to a net loss of $3.9 million, or $(0.06) per share, for the same period a year ago.

“After a soft start to the back-to-school season in early August, our business improved in both men’s and women’s resulting in same-store sales and non-GAAP loss per share for Q’3 better than we had expected,” Mr. Schoenfeld said. “Looking now to the fourth quarter, we were encouraged by double-digit positive comps on Black Friday and a particularly strong response to our new strategies for women’s holiday merchandising. Yet seasonal categories in both genders have started off slower than we would have expected resulting in quarter-to-date comp trends similar to the -3% we achieved in Q’3.”

Financial Outlook for Fourth Fiscal Quarter of 2011

The Company’s guidance range for the fourth quarter of fiscal 2011 includes certain one-time buyout charges related to store closures of $11 million and a GAAP net loss per share of $(0.44) to $(0.58), which reflects the continuing impact of maintaining a valuation allowance against deferred tax assets. On a non-GAAP basis, excluding such one-time charges along with a normalized annual income tax rate of approximately 37%, the Company’s guidance range translates to a net loss of $(0.18) to $(0.27) per share for the fourth quarter of fiscal 2011.

The forecasted fourth quarter guidance range is based on the following assumptions:

· Same-store sales of minus 3% to plus 2%;

· Gross margin rate, including buying, distribution and occupancy, of 18% to 21%, on a GAAP basis;

· SG&A expenses in the range of $81 million to $83 million; on a GAAP basis; and

· On a non-GAAP basis and adjusted for store closure related charges, SG&A expenses in the range of $71 million to $73 million.

Shareholder Protection Rights Plan

Independent of Golden Gate’s investment, the Company also announced that its Board of Directors has adopted a Shareholder Protection Rights Plan and declared a dividend of one Right on each outstanding share of common stock of the Company. The dividend will be paid to shareholders of record on December 12, 2011, upon certification by the Nasdaq Global Select Market to the SEC that the Rights have been approved for listing. Additionally, if any person or group acquires between 15% and 50% of the Company’s common stock, the Board of Directors may, at its option, exchange one share of the Company’s common stock for each Right. Under the Plan, among other things, a person or group which acquires 15% or more of the common stock of the Company will trigger the ability of the shareholders (other than the 15% holder) to exercise the Rights for an exercise price of $4.50 (subject to certain adjustments from time to time) and to purchase a number of shares of common stock with a market value of twice the exercise price of the Rights exercised. Existing holders of 15% or more of the common stock are grandfathered under the Plan until such time as they acquire more than 0.1%, of the Company’s common stock than they had as of the date of the adoption of the Rights Plan. The Rights are redeemable at any time by the Company at $.01 per Right. The Plan expires in 2014.

Commenting on the Plan, Peter Starrett, PacSun’s Chairman, stated “In light of current and potential additional significant ownership stakes in the Company’s stock and our ongoing efforts to implement a turnaround in the Company’s performance, the Board determined that it was in the best interests of shareholders to prevent a change in control of the Company without the payment of a control premium. The Plan is not intended to and would not preclude an acquisition of PacSun at a full and fair price.”

Additional information regarding the Shareholder Protection Rights Plan, the Company’s real estate restructuring efforts and the Wells Fargo and Golden Gate Capital transactions, can be found in the Company’s Current Report on Form 8-K which was filed today with the SEC. Guggenheim Securities, LLC was the Company’s financial advisor for its transaction with Golden Gate.

Mr. Schoenfeld concluded, “Like every other retailer we are eager to get into the peak holiday season that is now upon us. As we look beyond the end of this year, today’s announcements mark another important step forward in the turnaround of PacSun, and I appreciate the continued hard work and commitment of our entire organization.”

About Pacific Sunwear of California, Inc.

Pacific Sunwear of California, Inc. and its subsidiaries (collectively, “PacSun” or the “Company”) is a leading specialty retailer rooted in the action sports, fashion and music influences of the 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 December 7, 2011, the Company operates 819 stores in all 50 states and Puerto Rico. PacSun’s website address is www.pacsun.com.

The Company will be hosting a conference call today at 4:30 p.m. Eastern time to review the results of its third fiscal quarter. A telephonic replay of the conference call will be available, beginning approximately two hours following the call, for one week and can be accessed in the United States and Canada at (855) 859-2056 or internationally at (404) 537-3406; passcode: 30247379. For those unable to listen to the live Web broadcast or utilize the call-in replay, an archived version will be available on the Company’s investor relations website through midnight, March 12, 2012.

About Golden Gate Capital

Golden Gate Capital is a San Francisco-based private investment firm with approximately $12.5 billion of capital under management. The principals of Golden Gate 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. Golden Gate is one of the most active investors in leading brands in the retail and restaurant sectors. Representative investments include Express, Zales, Eddie Bauer, J.Jill, California Pizza Kitchen, Romano’s Macaroni Grill, and On the Border Mexican Grill. For additional information, visit www.goldengatecap.com.

About Wells Fargo Capital Finance

Wells Fargo Capital Finance is the trade name for certain asset-based lending, accounts receivable and purchase order finance services of Wells Fargo & Company and its subsidiaries, and provides traditional asset-based lending, specialized senior secured financing, accounts receivable financing, purchase order financing and channel finance to companies across the United States and Canada. Dedicated teams within Wells Fargo Capital Finance provide financing solutions for companies in specific industries such as retail, software publishing and high-technology, commercial finance, staffing, government contracting and others. For more information, visit www.wellsfargocapitalfinance.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 in the second, fourth, eleventh and twelfth paragraphs, statements by Mr. Olshansky in the eighth paragraph, statements regarding the availability of the Company’s new revolving credit facility, and the statements made under the heading “Financial Outlook for Fourth Fiscal Quarter of 2011.” 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 economic conditions generally; adverse changes in consumer spending; changes in consumer demands and preferences; adverse changes in same-store sales declines; 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 year ended January 29, 2011, and subsequent periodic reports filed with the SEC. 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