Differential Brands Group Completes Global Brands Group North American Division US$1.2 Billion Acquisition to Create Centric Brands Inc.

November 01, 2018

Dechert advised Differential Brands Group Inc. (NASDAQ:DFBG), a portfolio of global consumer brands comprised of Hudson, Robert Graham and SWIMS, to acquire from Global Brands Group Holding Limited, a Hong Kong listed company (SEHK Stock Code: 787) a significant part of its North American licensing business for a purchase price of $1.2 billion. The transaction includes licensed brands such as Disney, Star Wars, Calvin Klein, Under Armour, Tommy Hilfiger, BCBG, bebe, Joe’s, Buffalo David Bitton, Frye, Michael Kors, Cole Haan and Kenneth Cole. This transaction creates Centric Brands Inc. (NASDAQ: CTRC), a new lifestyle brands collective with anticipated pro forma annual revenue in excess of $2.3 billion

Differential stockholder and Dechert client, Tengram Capital Partners, played a pivotal role in bringing the parties together and getting the transaction to signing. Centric Brands is a leading lifestyle brands collective, bringing together creative minds from the worlds of fashion and commerce, sourcing, technology, marketing and digital that designs, produces, manages and builds kids’ wear and women’s and men’s accessories and apparel and distributes products across all retail and digital channels in North America and in international markets.

The Dechert team advising Differential and Centric was led by corporate partners Naz Zilkha and Gareth Clark and included leveraged finance partners Scott Zimmerman and Samantha Koplik, corporate associates Jonathan Stott, James Davis, Emily Standen, Valerie Etienne, Angela Kim, Matthew Virag, William Elder, William Wu and Christian Boehme and leveraged finance associates Adam Longenbach, Cesar Sanchez and Elizabeth Tabas. Cross-border corporate support came from Hong Kong-based partner Stephen Chan and associates Denise Tsui and Charles Lam. Finance partner Andrew Pontano lead securitization financing team with support from associates William Luciani and Thomas Ferte.

Additional team members included tax partner Steven Clemens and associate Elizabeth Guidi; intellectual property partner Thomas Rayski and associates Dylan Balbirnie and Noah Shier; employee benefits partner David Jones and associates Sarah Burke and Aryeh Zuber; environmental partner Abbi Cohen; regulatory partner Jeremy Zucker and associate Darshak Dholakia; antitrust partner James Fishkin and associates Beverly Ang and Michael Okkonen; restructuring partner Shmuel Vasser; real estate special counsel Francois Quintard-Morenas; labor associate Jeff Rubin; and financial services associate Hilary Bonaccorsi.

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Dechert is a leading global law firm with 27 offices around the world. We advise on matters and transactions of the greatest complexity, bringing energy, creativity and efficient management of legal issues to deliver commercial and practical advice for clients.