Daily News: November 10, 2014

Credit Suisse, Others Provide Term Debt to Support Capmark Buy

Capmark Financial Group announced it closed its previously announced acquisition of Bluestem Brands, operating through its Fingerhut, Gettington.com and PayCheck Direct brands.

The company paid $565 million in cash to acquire Bluestem, subject to various post-closing adjustments. The price was funded from approximately $136 million of cash on hand, $136 million of proceeds from the exercise of common stock purchase warrants by affiliates of Centerbridge Partners and a $300 million term debt facility issued by Bluestem and led by Credit Suisse, Jefferies Finance and KeyBank. Certain members of Bluestem’s management also provided capital for the transaction through the purchase of the company’s common stock. In addition, Bluestem closed an amendment and restatement of its $80 million ABL facility with U.S. Bank.

With the closing of the acquisition, Steve Nave has become the company’s chief executive officer and has joined its board of directors. Gene Davis remains the company’s executive chairman of the board, and the board was expanded to permit 12 directors. Pursuant to its rights as holder of the preferred stock, Centerbridge intends to elect Jason Mozingo and two additional directors to the company’s board. Mozingo is a senior managing director at Centerbridge Partners, focusing on investments in the retail and consumer sectors. He also serves on the boards of directors of CraftWorks Restaurants & Breweries, P.F. Chang’s China Bistro, Billabong and GTH. John Poelker, a director of the company and president and CEO of CertusBank, resigned from the board effective immediately after the closing.

Davis said, “We are pleased to announce the consummation of the Bluestem transaction and look forward to working with the Bluestem team to enhance value for our shareholders.”

The company was advised by its financial adviser Houlihan Lokey Capital and by its counsel Kramer Levin Naftalis & Frankel. Bluestem was advised by its financial advisor Lazard Middle Market and by its counsels Skadden Arps Slate Meagher & Flom and Faegre Baker Daniels. Centerbridge and the company were also being advised by their counsel Weil Gotshal & Manges and their financial adviser Jefferies.

Bluestem Brands is an online retailer of a broad selection of name-brand and private label general merchandise serving low-to-middle income consumers nationwide.