Differential Brands Group to Acquire Global Brands Group North American Division for US$1.38 Billion

 
June 28, 2018

Dechert advised Differential Brands Group Inc. (NASDAQ:DFBG), a portfolio of global consumer brands comprised of Hudson, Robert Graham and SWIMS, on entering a definitive purchase agreement with Global Brands Group Holding Limited, a Hong Kong listed company (SEHK Stock Code: 787) to acquire a significant part of GBG’s North American licensing business for a purchase price of $1.38 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. 

Differential stockholder and Dechert client, Tengram Capital Partners, played a pivotal role in bringing the parties together and getting the transaction to signing. This deal takes Differential from a primarily brand management and licensing company to a major licensee and distributor of branded apparel in North America. It is anticipated that upon closing, Differential will have more than $2.3 billion in annual revenue comprised of branded men’s, women’s, and kid’s apparel, along with accessories that will be distributed to a diversified base of consumers across all retail and digital channels. The acquisition is expected to close in the third quarter of 2018. 

The Dechert team advising Differential was led by corporate partners Naz Zilkha and Gareth Clark and included corporate associates Jonathan Stott, Jacob Greenberg, Timothy Grosso, Emily Standen, Valerie Etienne, Angela Kim, Matthew Virag, William Elder and William Wu, as well as cross-border support from Hong Kong-based partner Stephen Chan and associates Denise Tsui and Charles Lam. Additional assistance was provided by leveraged finance partners Scott Zimmerman and Samantha Koplik and leveraged finance associates Adam Longenbach and Cesar Sanchez; tax partner Steven Clemens and tax associate Elizabeth Guidi; IP partner Thomas Rayski and IP associate Noah Shier; employee benefits partner David Jones and employee benefits associates Sarah Burke and Aryeh Zuber; real estate special counsel Francois Quintard-Morenas; labor associate Jeff Rubin; environmental partner Abbi Cohen; regulatory partner Jeremy Zucker and regulatory associate Darshak Dholakia; and antitrust partner James Fishkin and antitrust associates Beverly Ang and Michael Okkonen.

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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. 

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