Bluestem’s parent harvests Orchard Brands in a $410 million acquisition

May 28, 2015 04:54 PM

Capmark Financial Group Inc. acquired Orchard Brands Corp. today for $410 million in cash, combining a retail group that primarily sells hard goods with another that sells mostly soft goods. The deal has been approved by both companies’ boards.

Capmark’s wholly owned subsidiary Bluestem Brands Inc. operates retail sites and, whose products are mainly hard goods such as home furnishings, jewelry and electronics. Orchard Brands’ 13 catalog and online businesses are dominated by apparel brands, including Blair, Haband and Norm Thompson, all of which sell some combination of apparel, footwear and accessories for women and men.

The deal, which is expected to close in the third quarter, brings together two Internet Retailer Top 500 companies with combined 2014 web sales of $1.10 billion. Bluestem, No. 60 in the Internet Retailer 2015 Top 500 Guide, reported $775 million in web sales last year, up by 38.4% from $560 million in 2013, and Orchard, No. 114, did Internet Retailer-estimated $318.5 million in web sales in 2014, a 15.0% increase from an estimated $277 million in the prior year. Orchard reported $1.02 billion in total sales for 2014.

“Orchard Brands is a great addition to our portfolio of retail brands, and this transaction fits nicely into the theme of our long-term strategic plan,” says Steve Nave, Capmark’s president and CEO. “The Orchard family of brands provides us with the opportunity to serve a new customer base and deepen our private-label merchandise design and sourcing expertise.”

Nave was senior vice president and general manager of until he left the company in 2011. He joined Capmark in 2012.

The deal has something for everyone. Capmark gets access to a new line of branded products and to a somewhat expanded shopper demographic, says Eric Roth, a managing director at financial advisory firm Lazard Middle Market, which advises e-commerce and multichannel retail companies. While there is some product overlap the agreement enables Capmark to offer a broader suite of relevant products to existing and newly acquired customers, Roth says.

On the flip side, Orchard’s retail businesses gain significant drop-shipping capabilities from Capmark, Roth says. Capmark’s sells large items, such as furniture, exercise equipment and table games.

Orchard is owned by private equity firm American Capital Ltd. The company was owned by Golden Gate Capital when it filed for Chapter 11 bankruptcy protection in 2011, after which it reorganized.

“The transaction is very complementary,” Roth says. “If they can offer more products under one roof they should pick up more wallet share.”

Capmark acquired Bluestem in 2014 for $565 million. The company also operates PayCheck Direct, a service targeting employers that enables employees to buy large-ticket items, such as furniture, through payroll deductions.

A combination of cash and debt will fund the deal. Credit Suisse Securities (USA) LLC and Morgan Stanley Senior Funding Inc., will underwrite the debt, while Credit Suisse and U.S. Bank National Association provide an asset-based lending facility.

Financial advisers to the deal were Morgan Stanley & Co. for Capmark and Goldman Sachs for Orchard.




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