Oxford Industries completed the acquisition of Johnny Was, a California-based affordable luxury, modern bohemian lifestyle apparel brand, for $270 million.
“Since 1987, Johnny Was has been inspired by a free-spirited signature aesthetic that embraces a quintessential California lifestyle,” Tom Chubb, chairman and CEO of Oxford, said. “With its beautifully crafted clothing and one-of-a-kind accessories, Johnny Was continues to transcend fashion trends. Rob Trauber and the team at Johnny Was have done a spectacular job of leveraging its brand point of view and exceptional, differentiated product to build Johnny Was into a powerful, omnichannel brand with an incredibly loyal customer following. The addition of the Johnny Was brand to the Oxford portfolio further diversifies our business across fashion points of view, price points, seasons and geographies. We are excited to partner with the brand’s strong management team to drive the business forward and welcome them to the Oxford family.”
“We are delighted to be joining Oxford and their amazing portfolio of lifestyle brands,” Rob Trauber, CEO of Johnny Was, said. “We believe Oxford is the perfect home for Johnny Was as our missions are aligned and they have a proven track record of successfully partnering with brand leadership to optimize investment, performance, and long-term brand management to fuel growth. I am incredibly grateful to the dedicated team of people at Johnny Was for helping the brand achieve incredible milestones and look forward to our continued success together as we work with Oxford going forward. I would also like to express my appreciation to the founders of Johnny Was and to Endeavour Capital for their strong partnership over the last seven years.”
The company is also increasing its guidance for the third quarter and full year of fiscal 2022. Third quarter sales are now expected to be $295 million to $310 million, with adjusted EPS of $1.10 to $1.30. Approximately 2/3 of the EPS guidance increase is driven by the anticipated results of Johnny Was, with a slightly higher proportion of the sales increase driven by the Johnny Was acquisition. The remainder of the guidance increase is due to strong quarter-to-date performance in our full-price direct-to-consumer channels and last week’s successful Lilly Pulitzer e-commerce flash sale. For the full year, the company expects sales of $1.375 billion to $1.405 billion, with adjusted EPS of $10.25 and $10.60. These amounts exclude the impact of non-cash purchase accounting adjustments required under GAAP as well as transaction expenses, and one-time discrete integration costs. The impact of these items may be significant, particularly in fiscal 2022.
The transaction was financed primarily by cash on hand, with the remaining approximately $100 million funded with borrowings under Oxford’s revolving credit facility. The company expects to repay all borrowings within one year of the transaction. Under the purchase agreement, the purchase price is subject to adjustment based on net working capital at closing.
King & Spalding, Kilpatrick Townsend & Stockton and Smith, Gambrell & Russell served as legal advisors to Oxford. Financo | Raymond James served as financial advisor and Buchalter served as legal advisor to Johnny Was on the transaction.
