M&A - GUESS INC

Form Type: SCHEDULE 13D

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925031351

Filing Summary: On April 2, 2025, Reporting Persons Paul Marciano, Maurice Marciano, and Carlos Alberini, filed a Schedule 13D concerning their beneficial ownership of common stock of Guess?, Inc. The filing is related to a non-binding proposal received on March 13, 2025, from WHP Global regarding a potential acquisition of all outstanding shares of Guess? (excluding shares held by Reporting Persons). The Special Committee of independent directors was formed to evaluate this proposal. As of the filing date, the Reporting Persons collectively own 22,241,308 shares, representing 42.1% of total shares if all rights to acquire additional shares are exercised. The proposal could lead to strategic changes, including a possible merger, although no binding agreements exist yet. The Reporting Persons have no immediate intention to sell their shares and aim to support their long-term investment interests in the company.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925024225

Filing Summary: On March 13, 2025, WHP Global submitted a non-binding proposal to the Board of Directors of Guess Inc. concerning a potential take-private transaction. The proposal involves acquiring all outstanding shares of Common Stock, except those held by certain shareholders, for $13.00 per share in cash. A condition of the proposal requires the existing shareholders, including significant stakeholders, to rollover their shares or reinvest their proceeds. WHP Global emphasized that the proposed transaction would only move forward if a special committee of independent directors is formed to negotiate the terms. The Reporting Person, Paul Marciano, engaged in preliminary discussions about the proposal but noted that he would only support it if certain conditions were met, including the option to rollover his shares. He indicated an intention to remain a long-term shareholder and will not negotiate with other parties regarding the proposal at this time. The proposal does not impose any immediate legal obligations until definitive agreements are executed. The document states that this proposal could lead to various transactions, including an acquisition involving Guess Inc. and a potential delisting of its stock from the New York Stock Exchange. No definitive agreement has been made, and the reporting person will continue to reassess his investment in relation to the potential transaction.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925024226

Filing Summary: This Amendment No. 24 to Schedule 13D amends the statement on Schedule 13D relating to the Common Stock filed by the Reporting Person with the SEC. WHP Global submitted a non-binding proposal to the board of directors of Guess?, Inc. on March 13, 2025, for a potential 'take private' transaction at $13.00 per share, excluding certain existing shareholders. The proposal requires the formation of a Special Committee to evaluate it. The Reporting Person, Maurice Marciano, expressed the need for specific conditions to be met, including the rollover of shares and negotiations at arm's length. Further discussions with WHP Global are contingent upon the Special Committee's recommendation. The Reporting Person intends to remain a long-term stockholder and does not foresee engaging in discussions with other parties regarding the Issuer.

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Form Type: CORRESP

Filing Date: 2025-03-12

Corporate Action: Acquisition

Type: Update

Accession Number: 000091246325000010

Filing Summary: This correspondence is in response to the SEC's comment letter dated January 27, 2025, which reviewed Guess?, Inc.'s Form 10-K for the fiscal year ending February 3, 2024, and Form 10-Q for the fiscal quarter ending November 2, 2024. The company addressed comments regarding the acquisition of rag & bone, specifically regarding future disclosures related to the earnings of the acquired entity. The company concluded that rag & bone’s post-acquisition earnings were not material and therefore did not require additional disclosures. The document also outlines responses to comments about non-GAAP measures and the disaggregation of revenue in reporting, stating the current disclosures are sufficient and align with ASC guidelines. The company commits to improving reconciliation methods and addressing segment disclosure requirements in future filings.

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